|
EXHIBIT 10.4
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 Robert R. Nielsen (the
“Executive”).
RECITALS
A. The Company
and the Executive are parties to an Employment Agreement,
made as of May 1, 2006 and amended as of March 19, 2007
(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
May
1, 2006, 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 May 1, 2006, Executive shall be paid an initial salary
at the monthly rate of $29,166.67, 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 $350,000.
(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
R
|
