THIRD AMENDMENT OF THE
CENTURY ALUMINUM COMPANY
SUPPLEMENTAL RETIREMENT INCOME BENEFIT
PLAN
WHEREAS, Century Aluminum Company (the
“Company”) adopted the Century Aluminum Company
Supplemental Retirement Income Benefit Plan effective as of January
1, 2001 (as amended by the First Amendment of the Century Aluminum
Company Supplemental Retirement Income Benefit Plan dated effective
January 1, 2004, and the Second Amendment of the Century Aluminum
Company Supplemental Retirement Income Benefit Plan dated effective
June 28, 2005, the “SERB”); and
WHEREAS, the Company wishes to amend the SERB to
comply with the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”)
applicable to nonqualified deferred compensation arrangements, and
to update the claims procedures applicable under ERISA;
and
WHEREAS, the Company may so amend the SERB with
the approval of the Compensation Committee under Section 13
thereof;
NOW, THEREFORE, effective as of January 1, 2005,
or such later dates as specified herein, the SERB is amended as
follows:
1. Section 7 is amended to add the
following at the end thereof:
“Effective for UPB benefits that have not
been made or commenced before January 1, 2009, a
Participant’s UPB shall commence as of the first day of the
next calendar month following the later of (a) the
Participant’s termination of employment, or (b) the
Participant’s attainment of age 62, without regard to the
date that benefits commence under the Pension. For
purposes of calculating the amount of the Participant’s UPB,
the annual amount payable to the Participant under the Pension Plan
shall be assumed to be the annual benefit payable at age 62 or, if
later, termination of employment, in the same form as the UPB is
payable, without regard to the actual time or form of payment of
benefits under the Pension Plan. If the Participant is
married when the UPB commences, then the UPB shall be paid to the
Participant in the form of a 50% joint and survivor annuity with
the Participant’s spouse as the joint
annuitant. If the Participant is unmarried when the UPB
commences, then the UPB shall be paid to the Participant in the
form of a single life annuity. If the Participant is
married and dies prior to the date that his or her UPB benefit
commences, then the UPB shall be paid to the Participant's spouse
as of the first day of the next calendar month following the
Participant's death, or if later, the date the Participant would
have attained age 62. The UPB benefit payable to the Participant's
spouse upon death prior to commencement shall be an amount equal to
50% of the benefit that would have been payable to the Participant
in the form of a 50% joint and survivor annuity at age 62, or date
of death, if later. Before any annuity payment has been
made, a Participant may elect to change the form of payment of his
or her benefit to a single life annuity, a 10-year certain and life
annuity, or 75% joint and survivor annuity with the
Participant’s spouse as the joint annuitant, provided that
the annuities are actuarially equivalent applying reasonable
actuarial assumptions, and that the change complies with the
requirements of Section 409A of the Code and such procedures as the
Compensation Committee may promulgate from time to
time. The payment of the UPB shall be subject to
applicable tax withholding.”
2. Section 8 is amended to add the
following at the end thereof:
“Effective for Vested ERB benefits that
have not been made or commenced before January 1, 2009, a
Participant’s Vested ERB shall commence as of the first day
of the next calendar month following the later of (a) the
Participant’s termination of employment, or (b) the
Participant’s attainment of age 62, without regard to the
date that benefits commence under the Pension Plan. For
purposes of calculating the amount of the Participant’s
Vested ERB, the reduction applied under Section 5(b)(ii) shall be
calculated assuming the Pension Plan benefit and UPB are payable in
the same form as the ERB is payable (that is, a 50% joint and
survivor annuity if the Participant is married and a single life
annuity if the Participant is not married), and at age 62 or, if
later, upon termination of employment, without regard to the actual
time or form of payment of benefits under the Pension Plan or the
UPB.”
3. A new Section 8A is added to the
SERB, immediately following Section 8, which provides as
follows:
“8A. Section 409A
. The provisions of this Section 8A apply to all
benefits payable to a Participant under the Plan, except for an
amount equal to the present value of the amount to which the
Participant would have been entitled under the Plan if the
Participant had voluntarily terminated services without cause on
December 31, 2004, and received a payment of the benefits available
from the Plan on the earliest possible date allowed under the Plan
to receive a payment of benefits following the termination of
services, and received the benefits in the form with the maximum
value.
The Plan is intended to comply, in form and
operation, with Section 409A of the Code, and its provisions shall
be interpreted in a manner that is consistent
therewith. Notwithstanding any other provision of the
Plan to the contrary:
(a) Payments otherwise required to be
made or commence upon the termination of employment of a
Participant who is a “specified employee” (within the
meaning of Section 409A of the Code and applicable regulations
thereunder, as determined by the Compensation Committee) at the
time of such termination shall be delayed until the earlier of (i)
the first business day which is at least six months and one day
following the date of such termination of employment, or (ii) the
death of the Participant (the “Delayed Payment Date”),
with any such payments that are required to be delayed being
accumulated and paid in a lump sum on the Delayed Payment
Da
