Novelis Inc.
EX-10.35 NOVELIS FOUNDERS PERFORMANCE AWARD NOTIFICATION
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<TYPE>EX-10.35
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<FILENAME>g13816exv10w35.htm
<DESCRIPTION>EX-10.35 NOVELIS FOUNDERS PERFORMANCE AWARD NOTIFICATION
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<TITLE>EX-10.35 FOUNDERS PERFORMANCE AWARD NOTIFICATION</TITLE>
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.35</B>
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Dear Kevin,
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">I am extremely pleased to inform you that as of June&nbsp;20<SUP style="font-size: 85%; vertical-align: text-top">th</SUP>, 2005, the first tranche of
the Founders Award Program has now vested. You will recall that the award was to vest when the
Novelis closing share price attained a price of $23.57, (which was an 8% share price improvement
from the date of the grant of the award by the Novelis board) and then held that price for a
minimum of 15 consecutive trading days. This has now occurred! It is important to remember that
this grant is designed to align Senior Management and the Novelis shareholder and as such will now,
following the vesting of the award, track the share price of the Novelis shares until it is paid in
cash on or about March&nbsp;24, 2006.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The initial component for you personally concerning the first tranche of the award is <B>7,200</B>
Performance Share Units (PSUs) which based on a June&nbsp;20, 2005 closing price of $25.13 has a value
of <B>$169,704</B>. The value of the PSUs, will now depend on the closing share price of Novelis shares
on March&nbsp;17, 20, 21, 22 and 23, 2006; the average closing price for this five consecutive trading
day period will set the price for the Novelis PSUs to be converted into a cash payment to you on or
about March&nbsp;24, 2006. (Example: If the Novelis closing share price average for the five days in
March of 2006 would be $30.00, then your value would increase to <B>$216,000 </B>($30.00 x <B>7,200 </B>=
$<B>216,000</B>). If the value would decline to $20.00, then your value would be $<B>144,000 </B>($20.00 x <B>7,200</B>
= $<B>144,000</B>).
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This is, of course, the first tranche of the Founders Award Grant. Your second tranche amount is
6,000 additional PSUs and would trigger with a closing share price of $25.31 (a second 8% increase
over the initial grant level) being attained between March&nbsp;24, 2006 and March&nbsp;23, 2008 and which
must be sustained for a period of 15 consecutive trading days. The value of those PSUs at the
trigger price <B>of $25.31 would be $182,232</B>. The process after vesting would be identical in process
to that described above with the payout values of the PSUs set by the Novelis share price prior to
the payout. This would then be followed by the third tranche amount listed in your award documents
and be handled in the identical fashion as the initial two tranches.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Needless to say, I am pleased to announce the vesting of this initial component of the Founders
Grant Award. Clearly the focus needs to be on continuing to drive shareholder value and we believe
this award to you will help convey this message in a personal way! The focus on results we have
held to date has driven the share price improvements which have led to this initial tranche
vesting. We must continue to keep our focus on our three key near term goals 1) Make the Plan, 2)
De-Lever the Company, and 3) Organize for Success! By doing so I am confident we can not only make
our existing shareholders pleased with their investment in us, but also attract new investors and
further improving share performance and thereby driving the additional vesting of the remainder of
this award!
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<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Thanks for your continued support!
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Brian
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