CENTURY ALUMINUM COMPANY
LONG-TERM INCENTIVE PLAN
PERFORMANCE UNIT AWARD AGREEMENT
This
Agreement is made as of January 1, 2008, (the “Award
Date”), between CENTURY ALUMINUM COMPANY (the
“Company”) and _________
(“Participant”).
WITNESSETH:
WHEREAS,
the Company has adopted the Century Aluminum Company Long-Term
Incentive Plan (the “LTIP”) authorizing the grant
of awards of Performance Units to eligible individuals in
connection with the performance of services for the Company
and its Subsidiaries (as defined in the LTIP). The
LTIP, including the definition of terms, is incorporated in
this Agreement by reference and made a part of
it. In the event of any conflict among the
provisions of the LTIP document and this Agreement,
the LTIP document shall prevail; and
WHEREAS,
the Company regards Participant as a valuable contributor to
the Company, and has determined that it would be to the
advantage and interest of the Company and its shareholders to
award to Participant the Performance Units provided for in
this Agreement, subject to conditions specified in this
Agreement, as an inducement to remain in the service of the
Company or its Subsidiaries and as an incentive for increased
efforts during such service;
NOW,
THEREFORE, in consideration of the foregoing premises, and the
mutual covenants herein contained, the parties to this
Agreement hereby agree as follows:
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(a)
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Target Award. The Company hereby awards to
Participant ______ Performance Units as a Target Award for the Plan
Period extending from January 1, 2008
through December 31, 2010 (the “Plan
Period”).
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(b)
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Earned Performance Unit Award. The number of
Performance Units actually earned will be based on the Performance
Goals established for the Plan Period under the LTIP.
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The
maximum Earned Performance Unit Award is two times the Target
Award.
The
Committee has full and complete discretion to determine the
extent to which performance has been achieved, and the
Committee shall have full and complete discretion, in light of
considerations deemed appropriate by the Committee, to modify,
with input from the Chief Executive Officer, any Earned
Performance Unit Award to increase or decrease the amount
otherwise payable hereunder. This discretion shall
include the right to make adjustments to the Performance Goal
Objectives and/or actual results, to determine that an Earned
Performance Unit Award shall be zero, to determine that an
Earned Performance Unit Award exceeds the number of
Performance Units actually earned for a Plan Period, and to
provide for payment of an earned Performance Unit Award in an
amount greater than 200% of the Target Award.
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(c)
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Value and Payment of Earned Performance Unit Awards.
The value payable to Participant for an Earned
Performance Unit Award shall equal $1 for each Performance Unit
actually earned. Payment shall be made during the
calendar year that begins immediately after the end of the Plan
Period.
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(d)
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Termination of Employment . Termination of
employment with the Company and its Subsidiaries prior to the end
of the Plan Period for any reason other than death, Disability,
Retirement, Termination Other than for Cause, or other reason
approved by the Committee shall result in forfeiture of all
opportunity to receive an Earned Performance Unit
Award. A pro-rated portion of an Earned Performance Unit
Award will be paid if employment with the Company and its
Subsidiaries is terminated prior to the end of the Plan Period due
to death, Disability, Retirement, Termination Other than for Cause,
or other reason approved by the Committee. The pro-rated
portion shall be determined by multiplying the Earned Performance
Unit Award by a fraction, the numerator of which is the number of
weeks of full employment by the Company or a Subsidiary during such
Plan Period and the denominator of which is
156. Payment of such a pro-rated Earned
Performance Unit Award will be made during the calendar year that
begins immediately after the end of the Plan Period.
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2.
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Change of Control . Notwithstanding anything to
the contrary in this Agreement, upon a Change of Control of the
Company, all Performance Units outstanding hereunder shall vest and
become payable in an amount equal to the Target Award, or a
multiple of up to 200% of the Target Award as may be determined by
the Committee in light of considerations deemed appropriate by the
Committee. Payment of vested Performance Units shall
be
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