EXHIBIT 10.3
AMENDMENT No. 1 to
EMPLOYMENT AGREEMENT
THIS AMENDMENT No. 1 to EMPLOYMENT AGREEMENT (this “Amendment
No. 1”) is made as of August 30, 2007 (the “Effective
Date”), by and between Century Aluminum Company, a Delaware
corporation (the “Company”), and Wayne R. Hale (the
“Executive”).
RECITALS
A. The Company and the Executive are parties to an
Employment Agreement, made as of March 1, 2007 (the
“Employment Agreement”).
B. The Company and the Executive desire to amend certain
provisions of the Employment Agreement.
THE PARTIES AGREE AS FOLLOWS:
1.
Amended Provision with regard to Base Salary
. Section 2.1 of theEmployment Agreement is hereby
deleted in its entirety and replaced as follows, effective on
the Effective Date:
“2.1
Base Salary .
(a) (i) Effective
as of March 1, 2007, Executive shall be paid an initial salary at
the monthly rate of $37,500, which shall be paid in accordance with
the Company's normal payroll practice with respect to salaried
employees, subject to applicable payroll taxes and deductions (the
"Base Salary"). Executive's Base Salary shall be subject
to review and possible change in accordance with the usual
practices and policies of the Company. However,
Executive's base annual salary shall not be reduced to less than
$450,000.
(ii) If
Executive (a) voluntarily terminates his employment for “Good
Reason” as defined in the SPA, or (b) does not continue to be
employed by the Company for any reason other than (i) his voluntary
resignation without Good Reason, (ii) his termination for
disability as determined pursuant to Section 7(b), (iii) his death,
or (iv) his termination for cause pursuant to Section 7(c),
Executive shall in the circumstances contemplated under Sections
2.1(a)(ii)(a) or (b), above continue to receive an amount equal to
his then current Base Salary plus an annual performance bonus equal
to the highest annual bonus payment Executive has received in the
previous three years (“Highest Annual Bonus”) for the
then remaining balance of the term of this Agreement. In
no event shall such payment be less than one year's Base Salary
plus Highest Annual Bonus. The foregoing amounts shall
be paid to Executive over the remaining term of this Agreement or
one year (whichever is applicable) in accordance with the Company's
payroll and
bonus payment policies. Notwithstanding the foregoing,
no payments under this Section 2.1(a)(ii) shall be made if the
Company makes all payments to Executive required to be made, if
any, under the SPA in the event of a Change in Control (as defined
in the SPA).
(b) If
Executive resigns voluntarily (without “Good Reason” as
defined in the SPA) or ceases to be employed by reason of his death
or by the Company (or any affiliate) for cause as described in
Section 7(c) of this Agreement, all benefits described in Sections
2 and 4 hereof shall terminate (except to the extent previously
earned or vested).
(c) If
Executive's employment shall have been terminated as a result of
Executive’s disability pursuant to Section 7(b), the Company
shall pay in equal monthly installments for the then remaining
balance of the term of this Agreement or one year, whichever is
greater, to Executive (or his beneficiaries or personal
representatives, as the case may be) disability benefits at a rate
per annum equal to one hundred percent (100%) of his then current
Base Salary, plus amounts equal to the Highest Annual Bonus, less
payments and
