AMENDMENT No. 1 to EMPLOYMENT AGREEMENT
AMENDMENT
No. 1 to
THIS AMENDMENT No. 1 to EMPLOYMENT
AGREEMENT (this “Amendment No. 1”) is made as of March 19, 2007, by and
between Century Aluminum Company, a Delaware corporation (the “Company”), and
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, (the “Executive”).
RECITALS
A. The Company and the
Executive are parties to an Employment Agreement, made as of December 13, 2005,
pursuant to which the parties agreed that the Company would employ Executive as
President and Chief Executive Officer (the “Employment Agreement”).
B. Pursuant to the terms of
the Employment Agreement, Executive’s employment would terminate no later than
December 31, 2008, unless extended by the mutual agreement of the
parties.
C. The Company desires to
provide that the term of the Employment Agreement shall extend annually by one
year unless either party provides notice of termination to the
other.
D. Executive
is willing to continue his employment on the terms and conditions set forth in
this Amendment No. 1.
THE PARTIES AGREE AS
FOLLOWS:
1. Section 1.1.
of the Employment Agreement is hereby deleted in its entirety and replaced as
follows:
“1.1 Position and Term of
Employment.
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A.
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Position. 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 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.
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B.
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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, (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.
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C.
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Initial
Term. Executive's employment hereunder shall commence as
of December 13, 2005, and shall end December 31, 2008 (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.
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D.
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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.”
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2. Incorporation of Amendment
Agreement and SPA. Except as explicitly set forth in this
Amendment No. 1, the parties do not intend to modify the terms and conditions of
the Employment Agreement, those terms and conditions shall remain in full force
and effect, and they shall be incorporated into this Amendment No. 1 by this
reference.
3. Miscellaneous.
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A.
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This
Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed
and delivered shall be deemed to be an original and all of which
counterparts taken together shall constitute but one and the same
instrument.
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B.
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Wherever
possible, each provision of this Amendment shall be interpreted in such
manner as to be effective and valid under applicable law, but if any
provision of this Amendment shall be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this
Amendment.
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C.
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This
Agreement shall be interpreted and construed in accordance with the laws
of the State of California. Each of the Company and Executive
consents to the jurisdiction of any state or federal court sitting in
California, in any action or proceeding arising out of or relating to this
Agreement.
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IN
WITNESS WHEREOF, this Amendment has been duly executed on the day and year
specified at the beginning hereof.
| CENTURY ALUMINUM COMPANY | |
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇
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| Title: Chairmand of the Board | |
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EXECUTIVE
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/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇▇
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