Exhibit 10(gg)
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Alcoa
390 Park Avenue
New York, New York 10022 USA
Alain J.P. Belda
Chairman of the Board
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Mr. Klaus Kleinfeld
President and Chief Executive Officer
Alcoa Inc.
390 Park Avenue
New York, New York 10022 USA
Dear Klaus,
As President and Chief Executive
Officer, 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
February 15, 2008 between you and the Company. For avoidance
of doubt, this letter agreement does not replace or supersede the
offer letter between you and the Company dated August 14, 2007
(the “offer letter”). It is acknowledged that
Section 9(a) of the offer letter which provides that the
executive severance agreement would terminate upon your appointment
as Chief Executive Officer was waived by the Compensation and
Benefits Committee of the Board of Directors.
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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) and (iv) 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) any refusal by you to follow
the lawful directives of the Board of Directors, which are
consistent with the scope and nature of your duties and
responsibilities; (ii) your conviction of, or plea of guilty
or nolo contendere to, a felony or of any crime involving moral
turpitude, fraud or embezzlement; (iii) any gross negligence
or willful
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misconduct in the conduct of your duties;
(iv) any material breach of any one or more of the restrictive
covenants provided in this Agreement; or (v) any violation of
any statutory or common law duty of loyalty to the Company or any
of its subsidiaries; provided no act or omission shall be
“willful” if conducted in good faith and with a
reasonable belief that such conduct was in the best interests of
the Company.
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 and annual target bonus as of the
Involuntary Termination Date;
(ii) $50,000 in consideration of
execution and delivery of the Release Agreement as provided
above;
(iii) a lump sum amount, in cash,
equal to two times the Employer Retirement Income Contributions
under the Alcoa Savings Plan contribution percent in effect on the
Involuntary Termination Date multiplied by the portion of your
annual base salary as of your Involuntary Termination Date which is
eligible for contribution to the Alcoa Savings Plan; and
(iv) a lump sum amount, in cash,
equal to the excess of (I) the actuarial equivalent of the
aggregate retirement pension under the SERP Benefit provided in
your offer letter 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 SERP Benefit
provided in your offer letter as of the Involuntary Termination
Date.
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 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 (with any gross up paid to you promptly but in no
event later than the end of your taxable year following the taxable
year in which you or the Company remits the related taxes). 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.
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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.
Any voluntary termination of your
employment will be deemed an involuntary termination of your
employment “without Cause” under this Agreement (a
“Qualifying Termination”) if such resignation occurs
during the thirty day period following the date on which the
Chairman of the Board retires and you are not immediately
thereafter appointed to succeed him as Chief Executive Officer and
Chairman of the Board; provided, the appointment of a non-executive
Chairman of the Board at any time will not constitute a basis for a
Qualifying Termination if you continue to be the Chief Executive
Officer reporting directly to the Board of Directors.
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
: During your employment and for a
period of two (2) years thereafter (regardless of whether the
termination of your employment is voluntary or involuntary), you
will not directly or indirectly provide services, whether as a
director, officer,