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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT You are currently viewing:
This Employment Agreement involves

CENTURY ALUMINUM CO | Logan W. Kruger

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Title: EMPLOYMENT AGREEMENT
Governing Law: California     Date: 3/16/2006
Industry: FABPRD     Sector: BASICM

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exv10w19
 

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.

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               (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

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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

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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

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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

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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

              

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