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EXHIBIT 10.60.1
SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement ("Agreement") is entered into
by and
between Brian Sturgell ("Employee") and Novelis Inc. ("Novelis") as
a result of
the termination of the employee's employment relationship. In order
to provide
for an amicable separation of employment and to provide further
assistance in
Employee's transition from employment, Novelis has offered to
Employee a
separation incentive, and Employee has decided to accept the
separation
incentive.
1. SEPARATION
DATE: The employee's employment relationship terminated on
August 28, 2006 ("Separation Date").
2. SEPARATION
INCENTIVE: Novelis agrees to: (a) reimburse the Employee for
(i) closing fees and real estate commissions (grossed up for tax),
and the
physical move to South Carolina, but does not include the one
month
miscellaneous payment, and (ii) normal company treatment on Georgia
home sale
process, (b) amend the application of the Change of Control
agreement to permit
the 36 month Special Termination Indemnity payments to be paid in
one full and
final present value payment and (c) amend the application of the
non-qualified
Pension Plan for Officers to permit a one time present value
payment as full and
final settlement of this pension plan.
3. D&O
COVERAGE: Employee is entitled, to the maximum extent legally
permitted, to be indemnified by Novelis for all costs, charges and
expenses
Employee reasonably incurs in connection with any civil,
criminal,
administrative, investigative, or other proceeding to which
Employee is subject
due to Employee's association with Novelis and Novelis will make
advances to
Employee to cover such costs, charges and expenses on the condition
that (a)
Employee acted honestly and in good faith with a view to the best
interests of
the corporation and (b) in the case of a criminal or administrative
proceeding
that is enforced by a monetary penalty, Employee had reasonable
grounds for
believing that Employee's conduct was lawful. If either (a) or (b)
in the
preceding sentence is not true, then Employee must repay to Novelis
Inc. or its
insurance carrier any funds paid to Employee by Novelis or its
insurance carrier
for the costs, charges and expenses described in the preceding
sentence.
Paragraph 4 specifically does not apply to the costs, charges and
expenses, if
any, for which Employee is entitled to be indemnified under the
paragraph 3.
Employee is not aware of any such costs, charges, and expenses as
of the date of
this Agreement.
4. RELEASE:
In consideration for
the Separation Incentive described in
paragraph 2, and except as specified in paragraph 3, Employee does
hereby
voluntarily waive, release, hold harmless, acquit and forever
discharge
Novelis, its predecessors, parents, subsidiaries and affiliated
companies,
successors and assigns, and the past, present and future officers,
directors,
employees, representatives and agents from (i) any and all claims,
charges,
complaints, demands, damages, lawsuits, actions or causes of action
he had, has
or may have, known or unknown, and of any kind or description
whatsoever, which
arose prior to the execution of the Agreement; and (ii) any and all
claims or
legal action against Novelis in any way arising out of or in any
way related to
Employee's employment with Novelis (including any claim of which
the Employee is
not aware and those not mentioned in this paragraph 4); and (iii)
any and all
claims he had,
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has or may have