Exhibit 10.2
NOVELIS INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
Name of Participant: __________________________
Grant Date:
October 26, 2006
Total Option Shares: __________________________
Premium Option Shares:(Insert number equal to 50% of Total Option
Shares)
Non-Premium Option Shares:(Insert number equal to 50% of Total
Option Shares)
Exercise Price Per Option Share: $25.53
This Agreement evidences the grant by Novelis Inc. (the "Company")
of a
non-qualified stock option to the above-referenced "Participant" as
of the
"Grant Date" hereof pursuant to the Novelis Inc. 2006 Incentive
Plan (the
"Plan").
1.
Option. Participant
shall have the option (the "Option") to
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purchase the Company's Shares at a price per share (the "Exercise
Price") and in
the amounts set forth above. The Option Shares subject to this
Agreement shall
be comprised of two equal portions: the "Premium Option Shares" and
"Non-Premium
Option Shares". The Premium Options Shares shall be subject to the
additional
restrictions set forth in paragraph 2(c) below. The Option is not
intended to
qualify for federal income tax purposes as an "incentive stock
option" within
the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the
"Code").
2. Vesting
and Exercise of the Option.
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(a) Vesting
Schedule. Subject to the remaining provisions of
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this paragraph, the Option shall become vested and exercisable
in
accordance with the following schedule:
25% after
one year on October 26, 2007
25% after two years on October 26, 2008
25% after three years on October 26, 2009
25% after four years on October 26, 2010
(b)
Manner of Exercise. The Option may be exercised only by
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Participant (or other proper party in the event of death), subject
to
the conditions of the Plan and subject to such other
administrative
rules as the Committee may deem advisable, by delivering a
written
notice of exercise to the Company or its designee. The notice
shall
state the number of Option Shares as to which the Option is
being
exercised. Premium Option Shares will be exercised first, to the
extent
available, before any Non-Premium Option Shares are exercised.
The
exercise of the Option shall be deemed effective upon receipt of
such
notice by the Company or its designee and upon payment that
complies
with the terms of the Plan and this Agreement. The Option may
be
exercised with respect to any number or all of the Option Shares as
to
which it can then be exercised and, if partially exercised, may be
so
exercised as to the unexercised Option Shares any number of times
during
the exercise period as provided herein.
(c)
Restriction on Premium Options. In no event may the
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Premium Option Shares be exercised unless the Fair Market Value
per
Share, as of the close of business of the most recent business
day
preceding the date of exercise, equals or exceeds $28.59 (one
hundred
twelve percent (112%) of the Exercise Price Per Option Share).
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(d)
Effect of Termination of Employment.
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(i)
In the event Participant terminates employment
for any reason other than Retirement, Cause, Disability or
death, (A) the Option, to the extent vested and exercisable at
the time of such termination, shall remain exercisable until
the
expiration of 90 days after such termination, on which date the
Option shall expire, and (B) the Option, to the extent not
vested and exercisable at the time of such termination, shall
expire at the close of business
