EMPLOYMENT AGREEMENTEmployment Agreement |
|
|
|
You are currently viewing: This Employment Agreement involves
CENTURY ALUMINUM CO | Logan W. Kruger. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Employment Agreement by:
EXHIBIT 10.19
EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT is made as of the 13 day of December, 2005, by
and between Century Aluminum Company, a Delaware corporation (the
“Company”), and Logan W. Kruger (the “Executive”).
RECITALS
A. The
Company desires to employ Executive as its President and Chief Executive
Officer; and
B. Executive
is willing to accept such employment on the terms and conditions set forth in
this Agreement.
THE
PARTIES AGREE as follows:
1.1
Position and Term of Employment. Executive’s employment hereunder
shall commence as of December 13, 2005, and shall end December 31,
2008, unless terminated sooner pursuant to Section 7 of this Agreement or
extended by the mutual agreement of the parties. Executive shall be employed as
the President and Chief Executive Officer of the Company and shall devote his
full business time, skill, attention and best efforts in carrying out his
duties and promoting the best interests of the Company. Executive shall also
serve as a director and/or officer of the Company and one or more of the
Company’s subsidiaries as may be requested from time to time by the Board
of Directors. Subject always to the instructions and control of the Board of
Directors of the Company, Executive shall report to the Board of Directors of
the
Company and shall be
responsible for the control, supervision and management of the Company and its
business affairs.
Executive
shall not at any time while employed by the Company or any of its affiliates
(as defined in the Severance Protection Agreement between the Company and
Executive dated as of December 13, 2005, (the “SPA”),
incorporated in this Agreement by this reference), without the prior consent of
the Board of Directors, knowingly acquire any financial interests, directly or
indirectly, in or perform any services for or on behalf of any business, person
or enterprise which undertakes any business in substantial competition with the
business of the Company and its affiliates or sells to or buys from or
otherwise transacts business with the Company and its affiliates; provided that
Executive may acquire and own a de minimum amount of the outstanding capital
stock of any public corporation which sells or buys from or otherwise transacts
business with the Company and its affiliates.
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.
-2-
(ii) If
for any reason other than Executive’s voluntary resignation, his death,
or termination for cause pursuant to Section 7(c), Executive does not
continue to be employed by the Company, Executive shall 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 subparagraph (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 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
-3-
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.
2.2
Bonuses.
(a) In
recognition of his potential contributions to the Company, Executive shall be
entitled to receive a one-time cash bonus of $475,000 which shall be payable
January 31, 2006.
(b) Executive
shall be eligible for an annual performance bonus in amounts between 0 and 100
percent of his Base Salary based upon his individual performance and
achievement by the Company of overall objectives as determined by the
Committee. The Company agrees that Executive shall be entitled to receive a
cash bonus of not less than $325,000 for his services for the full year 2006.
2.3
Expenses. The Company shall pay or reimburse Executive in accordance
with the Company’s normal practices any travel, hotel and other expenses
or disbursements reasonably incurred or paid by Executive hereunder in
connection with the services performed by Executive, in each case upon presentation
by Executive of itemized accounts of such expenditures or such other supporting
information as the Company may require.
2.4
Relocation; Housing. The Company shall pay for all reasonable and
customary relocation expenses to Monterey, California, as set forth in the
Relocation Policy attached to this Agreement. In addition, the Company will
provide, at the
-4-
Company’s expense,
temporary housing in the Monterey area for a period of six months from the
effective date of this Agreement.
3.1
Incentive Plan. Executive shall be eligible for option grants and
performance share unit awards under the Company’s 1996 Stock Incentive
Plan (the “Plan”), and the Guidelines adopted to implement the
Plan. Upon approval by the compensation committee of the Board of Directors
(“Compensation Committee”), the Company shall grant Executive
options to purchase 100,000 shares of Company stock (the “Grant”)
at an exercise price based on the price of the stock on the day Executive signs
this Agreemet. In addition the Compensation Committee shall be asked to approve
a grant of 50,000 restricted stock shares, which grant will vest one-half on
January 1, 2007, and the other half on January 1, 2008.
3.2
Effect of Termination of Employment or Change in Control.
(a) If
Executive shall resign voluntarily or cease to be employed by the Company (or
an affiliate) for cause as described in Section 7(c) of this Agreement, except
as provided in the SPA, all benefits described in Section 3 hereof shall
terminate (except to the extent previously earned or vested and, if Executive
retires, those which may become vested upon retirement pursuant to the terms of
the Guidelines).
(b) If
Executive dies or becomes disabled, all options which have not vested will
accelerate and vest immediately, and, in the event of Executive’s death,
all option rights will transfer to Executive’s representative. If
Executive’s employment terminates by reason of death or disability,
Executive or Executive’s representative may
-5-
exercise all unexercised
options within three years after such death or disability or the expiration
date of the option, whichever is sooner.
(c) If
Executive dies, becomes disabled or retires, performance shares awarded to such
Executive pursuant to the Guidelines shall immediately vest, but be valued and
awarded at the times and in the manner awarded to other plan participants
pursuant to the terms of such Guidelines.
(d) If
there is a Change in Control, then all options and performance shares that have
not vested will accelerate and vest immediately. Performance shares awarded to
Executive pursuant to the Guidelines shall be valued at 100 percent as
though the Company had achieved its target for each relevant plan period. The
Executive shall be entitled to receive one share of the Company’s common
stock upon the vesting of each Performance Share. Upon a Change in Control, the
Executive shall have the right to require the Company to purchase, for cash,
and at fair market value, any shares of stock purchased upon exercise of any
option or received upon the vesting of any Performance Share. (Terms used in
this Section, unless defined in this Employment Agreement, are as defined in
the SPA.)
4.1
Other Benefits. Executive shall be entitled to the following:
(i) To
participate in life, medical, dental, hospitalization, disability and life
insurance benefit plans made available by the Company to its senior executives
and shall also be eligible to participate in existing retirement or pension
plans offered by the Company to its senior executives, but, except as otherwise
-6-
provided in Section 4.1
(ii) or Section 4.2, subject in each case to the terms and
requirements of each such plan or program; and






