8-KMaterial AgreementsExhibits & Filings

Howmet Aerospace Inc. 8-K Report, Material Agreement (Nov 29, 2004)

Filed November 29, 2004For Securities:HWM

Summary

This 8-K filing from Alcoa Inc. (which is the registrant, not Howmet Aerospace Inc. as requested in the prompt, though Howmet was a former subsidiary of Alcoa) on November 29, 2004, primarily reports on a material definitive agreement. The agreement concerns the departure and transition of William E. Leahey, Jr., formerly Executive Vice President and Group President of Alcoa's Packaging, Consumer, Construction, and Distribution Group. Key terms include Mr. Leahey providing transitional services until December 31, 2004, followed by a period of inactive status until May 31, 2005. He will receive a lump sum severance payment of $289,230 and is eligible for his 2004 incentive award. Post-retirement, commencing June 1, 2005, Alcoa will make twelve monthly payments of $39,167 to Mr. Leahey as consideration for limitations on future competitive activities. This agreement also includes standard clauses regarding confidentiality and a release of claims.

Key Highlights

  • 1Alcoa Inc. entered into a material definitive agreement with William E. Leahey, Jr., an Executive Vice President.
  • 2Mr. Leahey will provide transitional services through December 31, 2004.
  • 3Following the transition, Mr. Leahey will be on inactive status until May 31, 2005, receiving benefits.
  • 4Severance benefits totaling $289,230 are payable to Mr. Leahey on June 1, 2005.
  • 5Mr. Leahey is eligible for a 2004 incentive compensation award.
  • 6Post-retirement, Alcoa will pay Mr. Leahey $39,167 per month for twelve months as consideration for non-compete provisions.
  • 7The agreement includes clauses on confidentiality and release of claims.

Frequently Asked Questions

The main purpose of this 8-K filing is to report a material definitive agreement entered into by Alcoa Inc. with one of its senior executives, William E. Leahey, Jr., concerning his departure and transition from the company.

Mr. Leahey will receive his current salary and benefits during his transitional service period, a severance payment of $289,230, potentially a 2004 incentive award, and twelve monthly payments of $39,167 after his retirement date as compensation for agreeing to certain limitations on his future employment and competitive activities.

Yes, as part of the agreement, Mr. Leahey has agreed to limitations on his future employment and activities related to competition with Alcoa Inc., for which he will receive monthly payments after his retirement.

Mr. Leahey's position with the company will be eliminated effective January 1, 2005, and he will retire from the company effective June 1, 2005. The monthly payments related to the non-compete provisions will begin with the month following his retirement date.