{"id":39916,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-severance-agreement-alcoa.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-severance-agreement-alcoa","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-severance-agreement-alcoa.html","title":{"rendered":"Executive Severance Agreement – Alcoa"},"content":{"rendered":"

Alcoa<\/strong><\/p>\n

390 Park Avenue<\/p>\n

New York, New York 10022 USA<\/p>\n<\/p>\n

Klaus Kleinfeld<\/p>\n

Chairman and Chief Executive Officer<\/p>\n

[Date]<\/p>\n

[Name of Officer]<\/p>\n

Alcoa Inc.<\/p>\n

390 Park Avenue<\/p>\n

New York, New York 10022<\/p>\n

Dear <\/u>:<\/p>\n

As an [Executive Vice President], you are a key part of the senior executive
\nmanagement team of Alcoa Inc. (the “Company”). The business relationships you
\nhave developed both inside and outside of the Company, your knowledge of the
\nCompany’s business affairs and your management experience are all of great
\nimportance to the Company, and I value your continuing contributions. As I am
\nsure you can also appreciate, it is important to the Company’s future success
\nthat you, me and the other members of the senior executive leadership team are
\nable to enhance our ability to increase shareholder value, and if necessary, to
\nease transitions when it is in the best interest of the Company to do so.
\nAccordingly, it is my pleasure to be able to provide you with this letter
\nagreement (the “Agreement”) which sets forth the terms of an arrangement between
\nyou and the Company concerning your continuing and post-employment obligations.\n<\/p>\n

I. You voluntarily resign or retire.<\/u> <\/strong><\/p>\n

You may terminate your employment with the Company by voluntarily resigning
\nor by retiring. If you wish to resign or retire, you will provide the Company
\nwith at least three months’ advance written notice (the “Notice,” which shall
\ncontain your selected date of termination, which must be at least three months
\nafter the date the Notice is received by the Company (such date of receipt, the
\n“Notice Date”)), after which the following conditions shall apply:<\/p>\n

Your active service with the Company will be terminated on the date specified
\nin the Notice (or such later date as you and the Company mutually agree), or
\nsuch earlier date as the Company may determine in its sole discretion (the
\n“Voluntary Termination Date”). During the period from the Notice Date through
\nthe Voluntary Termination Date, (i) the Company may, in its sole discretion,
\nassign you such duties as it sees fit (but commensurate with your position) and
\n(ii) you agree to continue to provide at least 20% of the average level of
\nservices you provided to the Company during the preceding 36-month period, such
\nthat your “separation from service” for purposes of Section 409A of the Internal
\nRevenue Code of 1986, as amended (“409A”), occurs on the Voluntary Termination
\nDate.<\/p>\n

If your employment with the Company terminates pursuant to this Section I,
\nyou will be paid the following amounts (which you acknowledge would not be due
\nyou in the absence of this Agreement) on the first business day which is at
\nleast six months after the Voluntary<\/p>\n<\/p>\n

\n

Termination Date, provided that on or after the Voluntary Termination Date,
\nand at least 10 days prior to the payment date, you execute and return to the
\nCompany the release agreement attached as Exhibit A (the “Release Agreement”)
\nand (ii) any period within which you may revoke the Release Agreement pursuant
\nto the terms thereof has expired without you having revoked the Release
\nAgreement:<\/p>\n

(i) $50,000 in consideration of execution and delivery of the Release
\nAgreement as provided above; and<\/p>\n

(ii) If the Voluntary Termination Date occurs before the date specified in
\nyour Notice and less than three months following the Notice Date (e.g., if the
\nCompany elects a Voluntary Termination Date earlier than the date specified in
\nthe Notice), a lump sum amount equal to your monthly base salary as of the
\nVoluntary Termination Date for the time between the Voluntary Termination Date
\nand three months following the Notice Date.<\/p>\n

If your employment with the Company terminates pursuant to this Section I,
\nupon and following the Voluntary Termination Date, your other compensation and
\nbenefits continue to be governed by the terms of the plans in which you
\nparticipate; provided however, that payments and benefits under this Section I
\nare in lieu of any other involuntary separation benefits or severance payments
\nwhich you may be eligible to receive from the Company; and if you receive
\nseverance pay and benefits under the Company’s Change in Control Severance Plan,
\nno payments will be made, or benefits provided, under this Agreement.<\/p>\n

II.<\/strong> Company terminates your employment.<\/u>
\n<\/strong><\/p>\n

The Company may terminate your employment at any time, with or without Cause,
\nwith the results described below. In such case, the Company shall determine the
\neffective date of your termination (the “Involuntary Termination Date”).<\/p>\n

A. Involuntary Termination With Cause<\/u>. If the Company terminates your
\nemployment due to Cause, you will receive no severance payment under this
\nAgreement or any other severance plan, policy or arrangement of the Company or
\nany of its affiliates. For purposes of this Agreement, “Cause” means: (i) your
\nwillful and continued failure to substantially perform your duties that has not
\nbeen cured within thirty days after a written demand for substantial performance
\nis delivered to you, which demand specifically identifies the manner in which
\nthe Company believes that you have not substantially performed your duties, or
\n(ii) your willful engagement in conduct which is demonstrably and materially
\ninjurious to the Company, monetarily or otherwise. For purposes of clauses
\n(i) and (ii) of this definition, (x) no act, or failure to act, on your part
\nshall be deemed “willful” unless done, or omitted to be done, by you not in good
\nfaith and without reasonable belief that your act, or failure to act, was in the
\nbest interest of the Company, and (y) in the event of a dispute concerning the
\napplication of this provision, no claim by the Company that Cause exists shall
\nbe given effect unless the Board determines that there is clear and convincing
\nevidence that Cause exists and the Board finding to that effect is adopted by
\nthe affirmative vote of not less than three quarters of the entire membership of
\nthe Board (after reasonable notice to you and an opportunity for you, together
\nwith your counsel, to be heard by the Board).<\/p>\n

B. Involuntary Termination Without Cause<\/u>. If the Company terminates
\nyour employment for reasons other than Cause, and you fulfill your obligations
\nas set forth in this Agreement, you shall be paid the following amounts (which
\nyou acknowledge would not be due you in the absence of this Agreement) on the
\nfirst business day which is at least six months after the<\/p>\n<\/p>\n

2 <\/em><\/p>\n<\/p>\n

\n

Involuntary Termination Date, provided that, on or after the Involuntary
\nTermination Date, and at least 10 days prior to the payment date, (i) you
\nexecute and return to the Company the Release Agreement and (ii) any period
\nwithin which you may revoke the Release Agreement pursuant to the terms thereof
\nhas expired without you having revoked the Release Agreement:<\/p>\n

(i) a lump sum amount equivalent to two times your annual base salary as of
\nthe Involuntary Termination Date;<\/p>\n

(ii) $50,000 in consideration of execution and delivery of the Release
\nAgreement as provided above;<\/p>\n

(iii) if, on the Involuntary Termination Date, you are an active participant
\nwho is accruing benefits under any tax-qualified, supplemental or excess defined
\nbenefit pension plan maintained by the Company or any of its affiliates or any
\nother defined benefit plan or agreement entered into between you and the Company
\nor any of its affiliates which is designed to provide you with supplemental
\ndefined benefit retirement benefits (a “DB Pension Plan”), a lump sum amount
\nequal to the excess of (I) the actuarial equivalent of the aggregate retirement
\npension as if you had been credited with an additional 24 months of service
\nfollowing the Involuntary Termination Date; over (II) the actuarial equivalent
\nof the aggregate retirement pension which you had accrued under the provisions
\nof the DB Pension Plans as of the Involuntary Termination Date. For purposes of
\nthis Section II.B(iii), actuarial equivalence shall be made consistent with the
\nmethodology used in the Alcoa Inc. Change in Control Severance Plan; or<\/p>\n

(iv) if, on the Involuntary Termination Date, you are not an active
\nparticipant who is accruing benefits under a DB Pension Plan, but are eligible
\nto receive Employer Retirement Income Contributions (ERIC) under an Alcoa
\nSavings Plan, a lump sum amount, in cash, equal to two times the ERIC
\ncontribution percent in effect on the Involuntary Termination Date multiplied by
\nthe sum of your annual base salary as of your Involuntary Termination Date plus
\nyour target annual variable compensation; or<\/p>\n

(v) if, on the Involuntary Termination Date, you are not an active
\nparticipant who is accruing benefits under a DB Pension Plan, but are eligible
\nto participate in the Global Pension Plan, you will receive a lump sum amount,
\nin cash, equal to two times the Global Pension Plan annual percentage
\ncontribution in effect on the Involuntary Termination Date, multiplied by the
\nsum of your annual base salary as of your Involuntary Termination Date plus your
\ntarget annual variable compensation.<\/p>\n

In addition, for a period of two years after the Involuntary Termination Date
\nthe Company shall arrange to provide you, and anyone entitled to claim through
\nyou, health (including medical, behavioral, prescription drug, dental and
\nvision) benefits substantially similar to those provided to active employees. In
\norder to comply with 409A, the following shall apply to the health care benefits
\nprovided pursuant to this paragraph, the costs of which are not fully paid by
\nyou (the “Health Benefits”). Any and all reimbursements of eligible expenses
\nmade pursuant to the Health Benefits shall be made no later than the end of the
\ncalendar year next following the calendar year in which the expenses were
\nincurred. The amount of expenses that are eligible for reimbursement or of
\nin-kind benefits that are provided pursuant to the Health Benefits in any given
\ncalendar year shall not affect the expenses that are eligible for reimbursement
\nor benefits to be provided pursuant to the Health Benefits in any other calendar
\nyear, except as specifically permitted by Treasury Regulation
\nSection 1.409A-3(i)(iv)(B). Your right to the Health Benefits may not be
\nliquidated or exchanged for any other benefit.<\/p>\n<\/p>\n

3 <\/em><\/p>\n<\/p>\n

\n

If your employment with the Company terminates pursuant to this Section II,
\nupon and following the Involuntary Termination Date, your other compensation and
\nbenefits continue to be governed by the terms of the plans in which you
\nparticipate; provided however, that payments and benefits under this Section II
\nare in lieu of any other involuntary separation benefits or severance payments
\nwhich you may be eligible to receive from the Company; and if you receive
\nseverance pay and benefits under the Company’s Change in Control Severance Plan,
\nno payments will be made, or benefits provided, under this Agreement.<\/p>\n

Restrictive Covenants <\/u><\/strong><\/p>\n

In light of the unique character of your position with the Company, the
\nbusiness relationships you have developed and will continue to develop while
\nemployed by the Company, and your knowledge of the Company’s business affairs
\nincluding the Confidential Information (as defined below), and with the
\nacknowledgment of the continuing consideration which you will receive from the
\nCompany as a member of its senior executive management team, and the personal
\nfinancial security which is provided under this Agreement, or in the event of a
\nchange in control as defined in the Company’s Change in Control Severance Plan,
\nyou agree to the following Restrictive Covenants:<\/p>\n

Noncompetition<\/u>: During your employment and for a period of two
\n(2) years thereafter (regardless of whether the termination of your employment
\nis voluntary or involuntary), you will not directly or indirectly provide
\nservices, whether as a director, officer, partner, owner, employee, inventor,
\nconsultant, advisor, agent, or otherwise, to any domestic or international
\nbusiness or firm that is engaged or has plans to become engaged in the
\nmanufacturing, fabricating, distributing or selling of aluminum and\/or aluminum
\nrelated products for the aerospace, automotive, packaging, or other aluminum
\nfabricated product markets, the mining of bauxite, conversion and refining of
\nbauxite into alumina and\/or the sale or distribution of alumina or alumina
\nrelated chemical products or any other line of business in which the Company is
\ninvolved or becomes involved during your employment with the Company
\n(collectively, the “Aluminum Business”). However, you may own up to five percent
\n(5%) of the outstanding securities of any publicly traded company.<\/p>\n

It is not the Company’s intention to restrict or limit your activities,
\nunless it is believed that there is a substantial possibility that your future
\nemployment, or activities in any of the lines of business in which the Company
\nis engaged may be detrimental to the Company. So as to not unduly restrict your
\nfuture employment, if you desire to enter into any employment arrangement or
\nrelationship with any entity in the above identified markets within the two year
\nperiod, please consult with me to discuss your intended relationship with the
\ncompetitive entity. You and the Company recognize that due to the many different
\nbusinesses which presently compete, or which in the future may compete with the
\nCompany in the Aluminum Business, the Company will discuss your desire to enter
\ninto a business or professional relationship with any manufacturer or firm which
\nmay be perceived as a competitor.<\/p>\n

Non-solicitation<\/u>: During your employment and for a period of two
\n(2) years thereafter (regardless of whether the termination of your employment
\nwas voluntary or involuntary), you will not directly or indirectly (i) solicit,
\ninduce or attempt to solicit or induce any current or future employee of the
\nCompany to leave the Company for any reason, or (ii) solicit business from, or
\nengage in business with, any current or future customer or supplier of the
\nCompany which you met and dealt with during your employment with the Company for
\nany purpose. In the event<\/p>\n<\/p>\n

4 <\/em><\/p>\n<\/p>\n

\n

that you become aware that any present or future employee of the Company has
\nbeen hired by any business or firm with which you are then affiliated, you will
\nimmediately notify the Company’s chief legal officer to confirm your
\nnon-solicitation of said employee.<\/p>\n

Confidentiality<\/u>: During your employment with the Company and at all
\ntimes thereafter, you will maintain the confidentiality of any and all
\ninformation about the Company which is not generally known or available outside
\nthe Company, including without limitation, strategic plans, technical and
\noperating know-how, business strategy, trade secrets, customer information,
\nbusiness operations and other proprietary information (“Confidential
\nInformation”), and you will not, directly or indirectly, disclose any
\nConfidential Information to any person or entity, or use any Confidential
\nInformation, whether for your benefit or the benefit of any new employer or any
\nother person or entity, or in any other manner that is detrimental to or
\ninconsistent with any interest of the Company. If you receive notice that you
\nmay be required to disclose any Confidential Information pursuant to a subpoena
\nor other lawful process, you must notify the Company’s chief legal officer
\nimmediately.<\/p>\n

You acknowledge and agree that given the nature of the Company’s business,
\nwhich is conducted throughout the world, and your position of confidence and
\ntrust with the Company, the scope and duration of these Restrictive Covenants
\nare reasonable and necessary to protect the legitimate business interests of the
\nCompany. You further acknowledge that you have received substantial compensation
\nfrom the Company and that your general skills and abilities are such that you
\ncan be gainfully employed in noncompetitive employment, and that this Agreement
\nwill in no way prevent you from earning a living following your employment with
\nthe Company.<\/p>\n

You also recognize and agree that any breach or threatened or anticipated
\nbreach of any part of these Restrictive Covenants will result in irreparable
\nharm to the Company, and that the remedy at law for any such breach or
\nthreatened breach will be inadequate. Accordingly, in addition to any other
\nlegal or equitable remedies that may be available to the Company, you agree that
\nthe Company shall be entitled to obtain an injunction, without posting a bond,
\nto prevent any breach or threatened breach of any part of these Restrictive
\nCovenants. You agree to reimburse the Company for all costs and expenses,
\nincluding reasonable attorney’s fees and costs, incurred by the Company in
\nconnection with the enforcement of its rights under this Agreement.<\/p>\n

In the event that any court of competent jurisdiction finds that the
\nlimitations set forth in these Restrictive Covenants are overly broad with
\nrespect to duration, geographic scope or scope of prohibited activities, such
\ncourt shall have the authority to reduce the duration, area or activities of
\nsuch provisions so as to be enforceable to the maximum extent compatible with
\napplicable law, and such provisions shall then be enforced as modified. In the
\nevent that a court reduces the duration of the restriction, any unpaid amounts,
\nas set forth above, shall be reduced on a pro rata basis.<\/p>\n

Tax Withholding <\/u><\/strong><\/p>\n

All amounts payable pursuant to this Agreement shall be subject to
\nwithholding for taxes as legally required, and for other amounts authorized by
\nyou.<\/p>\n<\/p>\n

5 <\/em><\/p>\n<\/p>\n

\n

Application of 409A Provisions <\/u><\/strong><\/p>\n

If you provide a written, unqualified opinion from your tax advisor to the
\nCompany stating that you are a non-resident alien not subject to 409A at the
\ntime of your termination of employment, or that 409A otherwise does not apply to
\nyou at that time, unless the Company has reason to believe that such opinion is
\nmore likely than not incorrect the Company shall cooperate with you to amend
\nthis Agreement in a mutually satisfactory manner to cause any severance payments
\npayable hereunder to be paid as soon as practicable following your termination
\nof employment, and to otherwise remove references to Section 409A from this
\nAgreement; provided that in no event shall such payments be made unless and
\nuntil you have returned an executed Release Agreement (signed by you on or
\nfollowing your termination date) and any period within which you may revoke the
\nRelease Agreement pursuant to the terms thereof has expired without you having
\nrevoked the Release Agreement. The Company shall have no responsibility for any
\ntaxes or penalties you may incur on account of any such amendments, whether
\npursuant to 409A or otherwise.<\/p>\n

Governing Law; Jurisdiction <\/u><\/strong><\/p>\n

This Agreement shall be governed and interpreted in accordance with the laws
\nof the State of New York without reference to its choice of law principles. Any
\naction arising out of or related to this Agreement shall be brought in the state
\nor Federal courts located in New York City, and you and the Company consent to
\nthe jurisdiction and venue of such courts.<\/p>\n

Amendment; Waiver <\/u><\/strong><\/p>\n

No provision of this Agreement may be modified, waived, or discharged unless
\nsuch waiver, modification or discharge is in writing and signed by the Chief
\nExecutive Officer of the Company. Any failure by you or the Company to enforce
\nany of the provisions of this Agreement shall not be construed to be a waiver of
\nsuch provisions or any right to enforce each and every provision in the future.
\nA waiver of any breach of this Agreement shall not be construed as a waiver of
\nany other or subsequent breach.<\/p>\n

Successors; Binding Agreement <\/u><\/strong><\/p>\n

The Company shall have the right to assign its rights and obligations under
\nthis Agreement to any entity that acquires all or substantially all of the
\nassets of the Company and continues the Company’s business. The rights and
\nobligations of the Company under this Agreement shall inure to the benefit and
\nshall be binding upon the successors and assigns of the Company.<\/p>\n

Severability <\/u><\/strong><\/p>\n

In the event that any one or more of the provisions of this Agreement shall
\nbe held to be invalid, illegal or unenforceable, the validity, legality and
\nenforceability of the remainder of this Agreement shall not in way be affected
\nor impaired thereby.<\/p>\n<\/p>\n

6 <\/em><\/p>\n<\/p>\n

\n

Entire Agreement <\/u><\/strong><\/p>\n

You acknowledge that you have not relied upon any representations (whether
\noral or written) from the Company, other than as set forth in this Agreement.
\nThis Agreement sets forth the entire agreement and understanding between you and
\nthe Company and merges and supersedes any and all prior discussions, agreements,
\narrangements and understandings with regard to the subject matter hereof, and
\nmay not be modified, amended, discharged or supplemented in any respect, except
\nby a subsequent writing signed by you and the Company. In the event that any
\npayments under this agreement in the aggregate are more than 2.99 times of your
\nbase salary and bonus, the payments which you will be eligible to receive under
\nthis Agreement will be reduced accordingly. Except for involuntary separation
\nbenefits or other similar severance payments, this Agreement does not supersede
\nthe terms of any other compensation plans, stock option programs, welfare
\nbenefit plans, or other such plans or programs in which you are eligible to
\nparticipate, or may become eligible to participate.<\/p>\n

If you agree to the terms of this Agreement, please sign on the line provided
\nbelow and return two signed copies to the Corporate Secretary. A fully executed
\ncopy will be returned to you for your files after it is signed by the Company.\n<\/p>\n

Sincerely,<\/p>\n

ALCOA INC. <\/strong><\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Chairman and Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n

\n

Dated:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

Agreed to and accepted:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n<\/td>\n<\/tr>\n
\n

[Name of officer]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

7 <\/em><\/p>\n<\/p>\n

\n

Exhibit A <\/u><\/p>\n

RELEASE AGREEMENT <\/strong><\/p>\n

RELEASE AGREEMENT (this “Release Agreement”), dated as of
\n <\/u>, between Alcoa Inc. (the “Company”), and [Name]
\n(“Releasor”).<\/p>\n

[DATE] <\/strong><\/p>\n

WHEREAS, Releasor was employed by the Company as <\/u>\n<\/p>\n

[TITLE] <\/strong><\/p>\n

WHEREAS, Releasor and the Company are parties to a letter agreement dated
\n[date] (the “Letter Agreement”).<\/p>\n

WHEREAS, Releasor’s employment with the Company terminated as of
\n <\/u><\/p>\n

[DATE] <\/strong><\/p>\n

NOW, THEREFORE, in consideration of the promises and of the releases,
\nrepresentations, covenants and obligations contained herein, the parties hereto
\nagree as follows:<\/p>\n

1. Severance Benefits. Subject to Releasor’s execution and non-revocation of
\nthis Release Agreement within the time periods described in this Release
\nAgreement and the Letter Agreement, and compliance with the other terms of the
\nLetter Agreement, the Company shall pay Releasor the amounts, and provide
\nReleasor the benefits, described in the Letter Agreement.<\/p>\n

2. Release. Releasor knowingly and voluntarily releases and forever
\ndischarges the Company, its parents, and each of their respective subsidiaries
\nand affiliates, together with their respective present and former directors,
\nmanagers, officers, shareholders, employees, agents, and each of their
\nrespective predecessors, heirs, executors, administrators, successors and
\nassigns (collectively, the “Releasees”) from any and all debts, obligations,
\ndemands, actions, causes of action, accounts, covenants, contracts, agreements,
\ndamages, omissions, promises, and any and all claims and liabilities whatsoever,
\nof every name and nature, known or unknown, suspected or unsuspected, both in
\nlaw and equity (“Claims”), which Releasor ever had, now has, or may hereafter
\nclaim to have by reason of any matter, cause or thing whatsoever arising out of
\nor relating to: (a) any events, occurrences or omissions from the beginning of
\ntime to the time Releasor signs this Release Agreement, or (b) Releasor’s
\nemployment with the Company or termination thereof (the “Release”). The Release
\nshall apply to any Claim of any type, including, without limitation, any and all
\nClaims of any type that Releasor may have arising under the common law, the Age
\nDiscrimination in Employment Act of 1967, the Older Workers Benefit Protection
\nAct, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991,
\nthe Americans With Disabilities Act of 1990, the Family and Medical Leave Act of
\n1993, the Employee Retirement Income Security Act of 1974, or the New York State
\nand City Human Rights Laws, each as amended, and any other federal, state or
\nlocal statutes, regulations, ordinances or common law creating
\nemployment-related causes of action, or under any policy, agreement,
\nunderstanding or promise, written or oral, formal or informal, between Releasor
\nand any of the Releasees, and all Claims for alleged tortious, defamatory or
\nfraudulent conduct; provided, however, that nothing in the Release shall:
\n(i) affect any vested employee benefits<\/p>\n<\/p>\n

8 <\/em><\/p>\n<\/p>\n

\n

(including equity awards) to which Releasor may be entitled under any
\nexisting employee benefit plans of the Company, or (ii) prohibit Releasor from
\nenforcing this Release Agreement or the Letter Agreement. By signing this
\nRelease Agreement, Releasor represents that he or she shall not be entitled to
\nany personal recovery in any action or proceeding that may be commenced on his
\nor her behalf in any way arising out or relating to any of the matters that are
\nthe subject of the Release.<\/p>\n

3. Releasor represents that he or she has not commenced or joined in any
\nclaim, charge or action against any of the Releasees, arising out of or relating
\nin any way to Releasor’s relationship with the Company, or the termination
\nthereof.<\/p>\n

4. Releasor represents and agrees that the obligations and representations
\nset forth in the Restrictive Covenants in the Letter Agreement, on their stated
\nterms, regarding noncompetition, nonsolicitation and confidentiality, shall
\nremain in full force and effect.<\/p>\n

5. Consultation With Attorney; Voluntary Agreement. Releasor represents that
\nthe Company has advised Releasor to consult with an attorney of Releasor’s
\nchoosing prior to signing this Release Agreement. Releasor further represents
\nthat he or she understands and agrees that he or she has the right and has been
\ngiven the opportunity to review this Release Agreement, with an attorney of
\nReleasor’s choice. Releasor further represents that he or she understands and
\nagrees that the Company is under no obligation to offer the payments and
\nbenefits set forth in paragraph 1 above, and that Releasor is under no
\nobligation to consent to this Release Agreement, and that Releasor has entered
\ninto this Release Agreement freely and voluntarily. Releasor shall have
\ntwenty-one (21) days to consider this Release Agreement, unless Releasor is
\nterminated in connection with a an exit incentive or other group termination
\nprogram, in which case Releasor shall have forty-five (45) days to consider this
\nRelease Agreement. In either case, once Releasor has signed this Release
\nAgreement, Releasor shall have seven (7) additional days from the date of
\nexecution to revoke his or her consent. Any such revocation shall be made in
\nwriting to Attn: Corporate Secretary, Alcoa Inc., 390 Park Avenue, New York, New
\nYork 10022, and shall be deemed to have been duly given when hand delivered or
\nwhen mailed by United States certified mail, return receipt requested. If no
\nsuch revocation occurs, this Release Agreement shall become effective on the
\neighth (8th) day after Releasor shall have executed and returned it to the
\nCompany (the “Effective Date”). In the event that Releasor revokes his or her
\nconsent to this Release Agreement prior to the Effective Date, this Release
\nAgreement shall be null and void and no payments or benefits shall be due
\nhereunder or under the Letter Agreement.<\/p>\n

6. Entire Agreement. Releasor acknowledges that he or she has not relied upon
\nany representations (whether oral or written) from the Company, other than as
\nset forth in this Release Agreement. This Release Agreement sets forth the
\nentire agreement and understanding between Releasor and the Company and merges
\nand supersedes any and all prior discussions, agreements, arrangements and
\nunderstandings with regard to the subject matter hereof, except for the Letter
\nAgreement, and may not be modified, amended, discharged or supplemented in any
\nrespect, except by a subsequent writing signed by Releasor and the Company.<\/p>\n

7. Successors; Binding Agreement. The Company shall have the right to assign
\nits rights and obligations under this Release Agreement to any entity that
\nacquires all or substantially all of the assets of the Company and continues the
\nCompany’s business. The rights and obligations of the Company under this Release
\nAgreement shall inure to the benefit and shall be binding upon the successors
\nand assigns of the Company.<\/p>\n<\/p>\n

9 <\/em><\/p>\n<\/p>\n

\n

8. Severability. In the event that any one or more of the provisions of this
\nRelease Agreement shall be held to be invalid, illegal or unenforceable, the
\nvalidity, legality and enforceability of the remainder of this Release Agreement
\nshall not in way be affected or impaired thereby.<\/p>\n

9. Governing Law; Jurisdiction. Without reference to any principles
\nconcerning choice of law, this Release Agreement shall be governed and
\ninterpreted in accordance with the laws of the State of New York. Any action
\narising out of or related to this Release Agreement shall be brought in the
\nstate or Federal courts located in New York City, and Releasor and the Company
\nconsent to the jurisdiction and venue of such courts.<\/p>\n

10. Counterparts. This Release Agreement may be executed in counterparts,
\neach of which shall be deemed an original but all of which together shall
\nconstitute one and the same instrument.<\/p>\n

IN WITNESS WHEREOF, the Company and Releasor have executed this Release
\nAgreement, on the date and year set forth below.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ALCOA INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n[NAME]<\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n[TITLE]<\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n<\/td>\n<\/tr>\n
[NAME]<\/strong><\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Dated:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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