AMENDMENT AGREEMENT



 




Exhibit 10.6


AMENDMENT AGREEMENT


          THIS AMENDMENT AGREEMENT is made as of December 9, 2003, by and between
Century Aluminum Company, a Delaware corporation (the “Company”), and Gerald J.
Kitchen (the “Executive”).


RECITALS


          A. The Company and the Executive are parties to an Employment Agreement,
made as of January 1, 2002, pursuant to which the parties agreed that the
Company would employ Executive as Executive Vice President, General Counsel and
Chief Administrative Officer (the “Employment Agreement”).


          B. Pursuant to the terms of the Employment Agreement, Executive’s
employment would terminate no later than December 31, 2004, unless extended by
the mutual agreement of the parties.


          C. The Company desires to extend the term of the Employment Agreement
until December 31, 2005, to reflect Executive’s current Base Salary in the
Agreement and to conform the Agreement to the Company’s current policy
regarding exercise of options by retirees.


          D. Executive is willing to continue his employment on the terms and
conditions set forth in this Amendment Agreement.


          E. The Company and Executive are also parties to an Amended and Restated
Severance Protection Agreement made as of January 1, 2002 (the “SPA”). The
Company and Executive wish to conform the termination date of the SPA with the
termination date of the Employment Agreement.


          THE PARTIES AGREE AS FOLLOWS:


          1. Term of Employment. Section 1. of the Employment Agreement is hereby
amended by substituting “December 31, 2005” for “December 31, 2004” in line
two.


          2. Base Salary. Section 2.1 (a) (i) of the Employment Agreement is
hereby amended by substituting “$22,833” for “$21,500” in line one and
“$274,000” for “$258,000” in line six.


          3. Termination of Employment for Death or Disability; Exercise of Options. Section 3.2 (b) of the Employment Agreement is hereby amended by deleting the
final sentence thereof in its entirety and substituting in its place the
following:


 









 





“If Executive’s employment terminates by reason of death or disability,
Executive or Executive’s representative may exercise all unexercised
options within three years after such death or disability or the
expiration date of the option, whichever is sooner.”


          4. Term of Amended and Restated Severance Protection Agreement. Section
1 of the SPA shall be amended to substituting “December 31, 2005” for “January
1, 2004” in line two and “2006” for “2004” in line three thereof .


          5. Incorporation of Amendment Agreement and SPA. Except as explicitly
set forth in this Amendment Agreement, the parties do not intend to modify the
terms and conditions of the Employment Agreement or the SPA, those terms and
conditions shall remain in full force and effect, and they shall be
incorporated into this Amendment Agreement by this reference.





	 	 	 	 	 
	CENTURY ALUMINUM COMPANY
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By:
	 	/s/ Craig A. Davis	 	 
	 	 	
	 	 
	 
	 	 	 	 
	Title:
	 	Chairman and CEO	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	/s/ Gerald J. Kitchen	 	 
	 	 	
	 	 
	 	 	Gerald J. Kitchen