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EXHIBIT 10.1
AMENDMENT No. 2 to
EMPLOYMENT AGREEMENT
THIS AMENDMENT No. 2 to EMPLOYMENT AGREEMENT (this “Amendment
No. 2”) is made as of August 30, 2007 (the “Effective
Date”), by and between Century Aluminum Company, a Delaware
corporation (the “Company”), and Logan W. Kruger (the
“Executive”).
RECITALS
A. The Company and the Executive are parties to an
Employment Agreement, made as of December 13, 2005 and amended as
of March 19, 2007, pursuant to which agreement, as so amended, the
parties agreed that the Company would employ Executive as President
and Chief Executive Officer (collectively, the “Employment
Agreement”).
B. The Company and the Executive desire to amend certain
provisions of the Employment Agreement.
THE PARTIES AGREE AS FOLLOWS:
1.
Amendment with regard to Initial Term .
Section 1.1, B of the Employment Agreement is deleted in its
entirety and replaced as follows, effective on the Effective
Date:
“B.
Initial Term . Executive's employment hereunder
shall commence as of
December 13, 2005, and shall end December 31, 2009 (the
“Initial Term”); provided, however, that unless earlier
terminated in accordance with the terms of this Agreement, and
subject, however, to termination as provided in Section 1.1.C,
commencing on January 1, 2008, and on each January 1 thereafter,
the Initial Term of this Agreement shall automatically be extended
for one year (each then-extended year of this Agreement being an
“Extended Term”). The Initial Term as may be
extended by each Extended Term is hereinafter referred to as the
“term of this Agreement.” For the second and
each subsequent year during the term of this Agreement, Executive
shall be employed at a salary not less than Executive’s
salary in the immediately preceding year, and on other terms and
conditions at least as favorable to Executive as those applicable
to Executive during the immediately preceding year, or as may
otherwise be agreed to by the Company and Executive in
writing.”
2.
Amended Provision with regard to Base Salary
. Section 2.1 of the Employment 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 December 13, 2005, Executive shall be paid an initial salary
at the monthly rate of $62,500, 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
$750,000.
(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 benefits, if any, received under any disability plan
or insurance provided by the Company and less any "sick leave"
payments received from the Company for the applicable
period.”
3.
Amended Provision with regard to Change in Control
. Section 3.2 of the Employment Agreement is hereby
deleted in its entirety and replaced as follows, effective on the
Effective Date.
“3.2
Effect of Termination of Employment or Change in
Control.
(a) &
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