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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is
made as of the 1 st day of March, 2007 by and
between Century Aluminum Company, a Delaware corporation (the
" Company "), and
Wayne Hale (the " Executive
").
RECITALS
A. The Company
desires to employ Executive as its Executive Vice President and
Chief Operating 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 . Executive shall be employed as an Executive
Vice President and Chief Operating 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
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 Chief Executive Officer of the
Company and shall be responsible for the day-to-day operations of
the Company and implementation of the Company’s short and
long-range operating and capital plans.
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
March 1, 2007, (as amended and restated, from time to time, 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 minimus 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.
1.2 Initial
Term . Executive's employment hereunder shall commence as of
March 1, 2007, 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 1.3, 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.
1.3 Termination
of Renewal . Either party may give effective written notice
to the other party of such notifying party’s intention not to
renew this Agreement beyond the then-current term of this Agreement
("Notice of Non-Renewal"), provided that such notice is given by
the notifying party not less than 30 months prior to the end of the
then-current term of this Agreement (or such shorter term as may be
agreed to by the Company and Executive in writing). If a party
delivers a Notice of Non-Renewal, the term of this Agreement will
end as of the last day of the then-current term of this Agreement,
or as may otherwise be agreed to by the Company and Executive in
writing.
2.1 Base
Salary .
(a) (i) Effective as
of March 1, 2007, Executive shall be paid an initial salary at the
monthly rate of $37,500.00, 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 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 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.
2.2
Bonuses .
(a) Executive will
be entitled to receive a one-time cash bonus of $225,000, payable
on the last payroll pay date in March 2007, and otherwise in
accordance with the Company's payroll policies.
(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 compensation committee of the Board of Directors
("Compensation Committee"). The target range for Executive’s
performance bonus will be between 35% and 100% of his base salary.
The Company agrees that Executive shall be entitled to receive a
cash bonus of not less than $225,000 for his services for the full
year 2007, which shall be payable in the 2008 calendar
year.
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 .
(a) Executive shall
be entitled to receive a one-time cash bonus of $75,000 payable on
the last payroll pay date in March 2007, and otherwise in
accordance with the Company's payroll policies, to compensate
Executive for the expense and effort involved in relocating
Executive and his family to Monterey, California.
(b) The Company
shall pay for reasonable and customary relocation expenses to
Monterey, California, as set forth in the Relocation Policy
attached to this Agreement. In addition, the Company will reimburse
Executive for reasonable and customary temporary housing in the
Monterey area, as well as storage of Executive’s household
goods for up to 6-months from Executive’s start date. The
Company will also reimburse Executive for Reasonable and customary
travel for Executive and Executive’s immediate family members
to Monterey, California, in connection with the relocation. Any
moving, storage, transport and temporary living expense payments by
the Company will be "grossed-up" for tax purposes to the extent
that they are taxable as income to Executive.
3.1 Incentive
Plan . Executive shall be eligible for option grants and
performance share unit awards under the Company's Amended and
Restated 1996 Stock Incentive Plan (the " Plan "), and the
Guidelines adopted to implement the Plan. Upon approval by the
Compensation Committee, the Company shall grant Executive options
to purchase 50,000 shares of Company stock at an exercise price
equal to the average of the high and low sales price of the stock
on Executive’s first date of employment (" Start
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