ex10_2.htm


    
      EXHIBIT
        10.2

       

      AMENDMENT
        No. 2 to

       

      EMPLOYMENT
        AGREEMENT

       

      


       

      THIS
        AMENDMENT No. 2 to EMPLOYMENT AGREEMENT (this “Amendment No. 2”) is made as of
        August 30, 2007 (the “Effective Date”), by and between Century Aluminum Company,
        a Delaware corporation (the “Company”), and Michael A. Bless (the
“Executive”).

       

      RECITALS

       

      A.  The
        Company and the Executive are parties to an Employment Agreement, made as
        of
        January 23, 2006 and amended as of March 19, 2007 (collectively, the “Employment
        Agreement”).

       

      B.  The
        Company and the Executive desire to amend certain provisions of the Employment
        Agreement.

       

      THE
        PARTIES AGREE AS FOLLOWS:

       

      


      
        	
                 

              	
                1.

              	
                Amendment
                  with regard to Initial Term. Section 1.1, B of the Employment
                  Agreement is deleted in its entirety and replaced as follows, effective
                  on
                  the Effective Date:

              


      

       

      


      “B.                 Initial
        Term.  Executive's employment hereunder shall commence as
        of

      January
        23, 2006, 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 1.1.C,
        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.”

      


      
        	
                 

              	
                2.

              	
                Amended
                  Provision with regard to Base Salary.  Section 2.1 of
                  the Employment Agreement is hereby deleted in its entirety and
                  replaced as
                  follows, effective on the Effective
                  Date:

              


      

       

      


      “2.1                      Base
        Salary.

       

      (a)           (i)           Effective
        as of January 23, 2006, Executive shall be paid an initial salary at the
        monthly
        rate of $31,250, 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 $375,000.

       

        
        (ii)           If
        Executive (a) voluntarily terminates his employment for “Good Reason” as defined
        in the SPA, or (b) does not continue to be employed by the Company for any
        reason other than (i) his voluntary resignation without Good Reason, (ii)
        his
        termination for disability as determined pursuant to Section 7(b), (iii)
        his
        death, or (iv) his termination for cause pursuant to Section 7(c), Executive
        shall in the circumstances contemplated under Sections 2.1(a)(ii)(a) or (b),
        above 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
        Section 2.1(a)(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 (without “Good Reason” as defined in the SPA) 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 one hundred percent (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.”

       

      
        	
                 

              	
                3.

              	Amended Provision with regard to Change in
                Control.  Section 3.2 of the Employment Agreement is
                hereby deleted in its entirety and replaced as follows, effective
                on the
                Effective Date.


      

       

       

      “3.2                      Effect
        of Termination of Employment or Change in Control.

       

      (a)           If
        Executive shall resign voluntarily (other than for “Good Reason” as defined in
        the SPA) or cease to be employed by the Company (or an affiliate) for cause
        as
        described in Section 7(c) of this Agreement, except as provided in the SPA
        all
        benefits described in Section 3 hereof shall terminate (except to the extent
        previously earned or vested and, if Executive retires, those which may become
        vested upon retirement pursuant to the terms of the Guidelines).

       

      (b)           If
        Executive (i) voluntarily terminates his employment for “Good Reason” as defined
        in the SPA, or (ii) dies or becomes disabled, or (iii) does not continue
        to be
        employed by the Company for any reason other than (a) his voluntary resignation
        without Good Reason, or (b) his death or disability as determined pursuant
        to
        Section 7(b) of this Agreement, or (c) his termination for cause pursuant
        to
        Section 7(c), all options which have not vested as of the date of such voluntary
        termination, or death or disability, or such non-continuation of employment,
        as
        the case may be, will accelerate and vest immediately as of such date, and,
        in
        the event of Executive's death, all option rights will transfer to Executive's
        representative.  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.

       

      (c)           If
        Executive (i) voluntarily terminates his employment for “Good Reason” as defined
        in the SPA, or (ii) dies or becomes disabled, or (iii) does not continue
        to be
        employed by the Company for any reason other than (a) his voluntary resignation
        without Good Reason, or (b) his death or disability as determined pursuant
        to
        Section 7(b) of this Agreement, or (c) his termination for cause pursuant
        to
        Section 7(c), or (iv) retires, all performance shares awarded to such Executive
        pursuant to the Guidelines shall immediately vest, but be valued and awarded
        at
        the times and in the manner awarded to other plan participants pursuant to
        the
        terms of such Guidelines.

       

      (d)           If
        there is a Change in Control, then all options and performance shares that
        have
        not vested will accelerate and vest immediately.  Performance shares
        awarded to Executive pursuant to the Guidelines shall be valued at 100 percent
        as though the Company had achieved its target for each relevant plan
        period.  The Executive shall be entitled to receive one share of the
        Company’s common stock upon the vesting of each Performance
        Share.  Upon a Change in Control, the Executive shall have the right
        to require the Company to purchase, for cash, and at fair market value, any
        shares of stock purchased upon exercise of any option or received upon the
        vesting of any Performance Share.  (Terms used in this Section, unless
        defined in this Employment Agreement, are as defined in the SPA.)”

       

       

      
        	
                 

              	
                4.

              	Incorporation of Amendment Agreement and
                SPA.  Except as explicitly set forth in this Amendment
                No. 2 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 No. 2 by this reference.


      

        

       

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

       

       

      
        	
                 

              	
                5.

              	 Miscellaneous.

        

      


      a.           This
        Amendment No. 2 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.

      


      b.           Wherever
        possible, each provision of this Amendment No. 2 shall be interpreted in
        such
        manner as to be effective and valid under applicable law, but if any provision
        of this Amendment No. 2 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 No. 2.

      


      c.           This
        Amendment No. 2 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.

      


       

      IN
        WITNESS WHEREOF, this Amendment No. 2 has been duly executed as of the Effective
        Date.

       

       

      CENTURY
        ALUMINUM COMPANY

      


      


      By:      
        /s/ Logan Kruger

      Logan
        Kruger

      President,

      Chief
        Executive Officer

      


      EXECUTIVE

      


      


      /s/
        Michael A. Bless

      Michael
        A. Bless

      Executive
        Vice President

      Chief
        Financial Officer