Exhibit 10(gg)(1)
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Alcoa
390 Park Avenue
New York, New York 10022 USA
Klaus Kleinfeld
President and Chief Executive Officer
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October 30, 2008
William F. Christopher
Alcoa Inc.
1600 Harvard Avenue
Cleveland, Ohio 44105
Dear Bill:
As an Executive Vice President, you
are a key part of the senior executive management team of Alcoa
Inc. (the “Company”). The business relationships you
have developed both inside and outside of the Company, your
knowledge of the Company’s business affairs and your
management experience are all of great importance to the Company,
and I value your continuing contributions. As I am sure you can
also appreciate, it is important to the Company’s future
success that you, me and the other members of the senior executive
leadership team are able to enhance our ability to increase
shareholder value, and if necessary, to ease transitions when it is
in the best interest of the Company to do so. Accordingly, it is my
pleasure to be able to provide you with this letter agreement (the
“Agreement”) which sets forth the terms of an
arrangement between you and the Company concerning your continuing
and post-employment obligations. This letter agreement supersedes
and replaces in its entirety the letter agreement dated
December 23, 2004, between you and the Company.
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I.
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You
voluntarily resign or retire .
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You may terminate your employment
with the Company by voluntarily resigning or by retiring. If you
wish to resign or retire, you will provide the Company with at
least three months’ advance written notice (the
“Notice,” which shall contain your selected date of
termination, which must be at least three months after the date the
Notice is received by the Company (such date of receipt, the
“Notice Date”)), after which the following conditions
shall apply:
Your active service with the Company
will be terminated on the date specified in the Notice (or such
later date as you and the Company mutually agree), or such earlier
date as the Company may determine in its sole discretion (the
“Voluntary Termination Date”). During the period from
the Notice Date through the Voluntary Termination Date,
(i) the Company may, in its sole discretion, assign you such
duties as it sees fit (but commensurate with your position) and
(ii) you agree to continue to provide at least 20% of the
average level of services you provided to the Company during the
preceding 36-month period, such that your “separation from
service” for purposes of Section 409A of the Internal
Revenue Code of 1986, as amended (“409A”), occurs on
the Voluntary Termination Date.
If your employment with the Company
terminates pursuant to this Section I, you will be paid the
following amounts (which you acknowledge would not be due you in
the absence of this Agreement) on the first business day which is
at least six months after the Voluntary Termination Date, provided
that on or after the Voluntary Termination Date, and at least 10
days prior to the payment date, you execute and return to the
Company the release agreement attached as Exhibit A (the
“Release Agreement”) and (ii) any period within
which you may revoke the Release Agreement pursuant to the terms
thereof has expired without you having revoked the Release
Agreement:
(i) $50,000 in consideration of
execution and delivery of the Release Agreement as provided above;
and
(ii) If the Voluntary Termination
Date occurs before the date specified in your Notice and less than
three months following the Notice Date (e.g., if the Company elects
a Voluntary Termination Date earlier than the date specified in the
Notice), a lump sum amount equal to your monthly base salary as of
the Voluntary Termination Date for the time between the Voluntary
Termination Date and three months following the Notice Date;
or
(iii) If you and the Company
mutually agree to extend your service to a later date than the date
stated in your Notice, upon your Voluntary Termination Date, you
will receive: a lump sum amount equal to your monthly base salary
for each month you provided service beyond the date stated in your
Notice or for such period of time as you and the Company may
mutually agree, not to exceed 24 months (referred to as the
“additional period of time”) ; a lump sum amount as
provided under Section II B (iii), (iv) or (v) below
except that the amount will be calculated for the “additional
period of time”; and continued active medical benefits for
the “additional period of time” as described in Section
II B below.
If your employment with the Company
terminates pursuant to this Section I, upon and following the
Voluntary Termination Date, your other compensation and benefits
continue to be governed by the terms of the plans in which you
participate; provided however, that payments and benefits under
this Section I are in lieu of any other involuntary separation
benefits or severance payments which you may be eligible to receive
from the Company; and if you receive severance pay and benefits
under the Company’s Change in Control Severance Plan, no
payments will be made, or benefits provided, under this
Agreement.
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II.
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Company
terminates your employment .
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The Company may terminate your
employment at any time, with or without Cause, with the results
described below. In such case, the Company shall determine the
effective date of your termination (the “Involuntary
Termination Date”).
A. Involuntary Termination With
Cause . If the Company terminates your employment due to Cause,
you will receive no severance payment under this Agreement or any
other severance plan, policy or arrangement of the Company or any
of its affiliates. For purposes of this Agreement,
“Cause” means: (i) your willful and continued
failure to substantially perform your duties that has not been
cured within thirty days after a written demand for substantial
performance is delivered to you, which demand specifically
identifies the manner in which the Company believes that you have
not substantially performed your duties, or (ii) your willful
engagement in conduct which is demonstrably and materially
injurious to the Company, monetarily or otherwise. For purposes of
clauses (i) and (ii) of this definition, (x) no act,
or failure to act, on your part shall be deemed
“willful” unless done, or omitted to be done, by you
not in good faith and without reasonable belief that your act, or
failure to act, was in the best interest of the Company, and
(y) in the event of a dispute concerning the application of
this
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provision, no claim by the Company that Cause
exists shall be given effect unless the Board determines that there
is clear and convincing evidence that Cause exists and the Board
finding to that effect is adopted by the affirmative vote of not
less than three quarters of the entire membership of the Board
(after reasonable notice to you and an opportunity for you,
together with your counsel, to be heard by the Board).
B. Involuntary Termination
Without Cause . If the Company terminates your employment for
reasons other than Cause, and you fulfill your obligations as set
forth in this Agreement, you shall be paid the following amounts
(which you acknowledge would not be due you in the absence of this
Agreement) on the first business day which is at least six months
after the Involuntary Termination Date, provided that, on or after
the Involuntary Termination Date, and at least 10 days prior to the
payment date, (i) you execute and return to the Company the
Release Agreement and (ii) any period within which you may
revoke the Release Agreement pursuant to the terms thereof has
expired without you having revoked the Release
Agreement:
(i) a lump sum amount equivalent to
two times your annual base salary as of the Involuntary Termination
Date;
(ii) $50,000 in consideration of
execution and delivery of the Release Agreement as provided
above;
(iii) if, on the Involuntary
Termination Date, you are an active participant who is accruing
benefits under any tax-qualified, supplemental or excess defined
benefit pension plan maintained by the Company or any of its
affiliates or any other defined benefit plan or agreement entered
into between you and the Company or any of its affiliates which is
designed to provide you with supplemental defined benefit
retirement benefits (a “DB Pension Plan”), a lump sum
amount equal to the excess of (I) the actuarial equivalent of
the aggregate retirement pension as if you had been credited with
an additional 24 months of service following the Involuntary
Termination Date; over (II) the actuarial equivalent of the
aggregate retirement pension which you had accrued under the
provisions of the DB Pension Plans as of the Involuntary
Termination Date. For purposes of this Section II.B(iii), actuarial
equivalence shall be made consistent with the methodology used in
the Alcoa Inc. Change in Control Severance Plan; or
(iv) if, on the Involuntary
Termination Date, you are not an active participant who is accruing
benefits under a DB Pension Plan, but are eligible to receive
Employer Retirement Income Contributions (ERIC) under an Alcoa
Savings Plan, a lump sum amount, in cash, equal to two times the
ERIC contribution percent in effect on the Involuntary Termination
Date multiplied by the sum of your annual base salary as of your
Involuntary Termination Date plus your target annual variable
compensation; or
(v) if, on the Involuntary
Termination Date, you are not an active participant who is accruing
benefits under a DB Pension Plan, but are eligible to participate
in the Global Pension Plan, you will receive a lump sum amount, in
cash, equal to two times the Global Pension Plan contribution
percent in effect on the Involuntary Termination Date multiplied by
the sum of your annual base salary as of your Involuntary
Termination Date plus your target annual variable
compensation.
In addition, for a period of two
years after the Involuntary Termination Date the Company shall
arrange to provide you, and anyone entitled to claim through you,
health (including medical, behavioral, prescription drug, dental
and vision) benefits substantially similar
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to those provided to active employees, at no
greater after tax cost to you than the after tax cost to you
immediately prior to the Involuntary Termination Date. If the
company contribution to these benefits becomes taxable to you, you
will be grossed up on these contributions. In order to comply with
409A, the following shall apply to the health care benefits
provided pursuant to this paragraph, the costs of which are not
fully paid by you (the “Health Benefits”). Any and all
reimbursements of eligible expenses made pursuant to the Health
Benefits shall be made no later than the end of the calendar year
next following the calendar year in which the expenses were
incurred. The amount of expenses that are eligible for
reimbursement or of in-kind benefits that are provided pursuant to
the Health Benefits in any given calendar year shall not affect the
expenses that are eligible for reimbursement or benefits to be
provided pursuant to the Health Benefits in any other calendar
year, except as specifically permitted by Treasury Regulation
Section 1.409A-3(i)(iv)(B). Your right to the Health Benefits
may not be liquidated or exchanged for any other
benefit.
If your employment with the Company
terminates pursuant to this Section II, upon and following the
Involuntary Termination Date, your other compensation and benefits
continue to be governed by the terms of the plans in which you
participate; provided however, that payments and benefits under
this Section II are in lieu of any other involuntary separation
benefits or severance payments which you may be eligible to receive
from the Company; and if you receive severance pay and benefits
under the Company’s Change in Control Severance Plan, no
payments will be made, or benefits provided, under this
Agreement.
Restrictive
Covenants
In light of the unique character of
your position with the Company, the business relationships you have
developed and will continue to develop while employed by the
Company, and your knowledge of the Company’s business affairs
including the Confidential Information (as defined below), and with
the acknowledgment of the continuing consideration which you will
receive from the Company as a member of its senior executive
management team, and the personal financial security which is
provided under this Agreement, or in the event of a change in
control as defined in the Company’s Change in Control
Severance Plan, you agree to the following Restrictive
Covenants:
Noncompetition
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