SEVERANCE LETTER



 




EXHBIIT 10.12


[CENTURY ALUMINUM
LETTERHEAD]

Century Aluminum Company

2511 Garden Road

Building A, Suite 200

Monterey, CA 93940


831 642-9300 Main

831 642-9082 Fax


October 15, 2003



Mr. Gerald A. Meyers

25254 Hatton Road

Carmel, CA 93923



Dear Gerry:


The Company acknowledges receipt of and accepts your resignation. The purpose
of this letter is to assure you that, while your employment with the Company
will cease, the Company will provide you with all rights and benefits to which
you are entitled under that Employment Agreement between you and the Company
dated as of January 1, 2002, (the “Employment Agreement”). In addition, the
Company will provide you certain additional benefits. Those rights and
benefits are as follows:




          Base Salary. The Company will pay you a Base Salary of $475,000 per annum
through December 31, 2004. The base salary will be paid in accordance with the
Company’s normal payroll practice and will be subject to applicable payroll
taxes and deductions.



          Bonuses. The Company will pay you an annual bonus of $175,000 for each of
calendar years 2003 and 2004. (This amount is equal to the highest bonus you
have received from the Company in the past three years.) Consistent with the
Company’s past practices, these bonuses will be paid early in 2004 and 2005,
respectively.



          Lonq-Term Incentive Program. For purposes of grants under the
Company’s long-term incentive program (the Performance Share Program) you
will be treated as though you had been employed through
December 31, 2004.
Accordingly, you will participate at 100% of your Performance Share Award
level for plan periods 2001 — 2003 and 2002 — 2004, and at 66 and 2/3% of your
Performance Share Award level for plan period 2003 — 2005.



          Pension. You will be credited for pension benefit purposes as though
you had remained employed by the Company through December 31, 2004.



          Supplemental Executive Retirement Benefits. You will be credited with five
years of “Requisite Years of Service” under the Company’s Supplemental
Retirement Income Benefit Plan (“SERB”). Accordingly, you will be vested at
100% of the benefits under that plan. Once vested, those payments are not
reduced actuarially. Pursuant to the terms of the SERB and your Employment
Agreement, payments under the SERB will begin at the time and in the manner you
begin receiving payments under the Company’s Qualified Retirement Plan



 









 





          Exercise Period for Options. The Company’s 1996 Stock Incentive Plan
provides that the right to exercise options terminates upon termination of
employment, except in cases of the retirement or death of an employee.
Nevertheless, the Company agrees that options granted to you in connection
with the Company’s IPO may be
exercised by you until March 27, 2006.



          Insurance.
Section 4.1 (i) of your Employment Agreement describes the
health, life and other insurance benefits the Company provides to you. The
Company will continue to provide those benefits to you, as well as Company-paid
annual physical examinations, through December 31, 2004, on the same basis it
provides those benefits to other senior executives. You will be entitled to
take over Company-paid term life insurance policies after December 31, 2004,
and you will be entitled to retiree health insurance benefits after December
31, 2004, to the extent those benefits exist for other retirees.



          Other Matters. You may have the two Company computers which are in your
possession. The Company also will pay for legal advice you may reasonably
seek relating to your ability to trade in Company stock and, until December
31, 2004, it will reimburse you for the cost of maintaining the margin loan
on Company stock against which you have a loan as of the date of this letter.


In the interests of avoiding any future misunderstandings about the
contents of this letter or the Company’s obligations to you, and in
recognition of the benefits the Company is giving you beyond those to which
you otherwise would be entitled, the Company asks that you acknowledge below
that the matters set forth in this letter fully satisfy any rights you have
under your Employment Agreement or otherwise. Also, the Company asks that you
waive any claim for any consideration or benefit beyond that described in
this letter.



Gerry, the Company thanks you for the valuable services you have rendered to it.




Very truly yours,



CENTURY ALUMINUM COMPANY



	 	 	 	 	 
	By

	 	/s/ Craig A. Davis
	 	 
	

	 	
 	 	 
	

	 	Craig A. Davis	 	 







The foregoing is acknowledged and agreed to this 15th day of October, 2003



/s/ Gerald A. Meyers






Gerald A. Meyers