ex10_1.htm


    EXHIBIT
      10.1

     

    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 Logan W. Kruger (the
“Executive”).

     

    RECITALS

     

    A.  The
      Company and the
      Executive are parties to an Employment Agreement, made as of December 13, 2005
      and amended as of March 19, 2007, pursuant to which agreement, as so amended,
      the parties agreed that the Company would employ Executive as President and
      Chief Executive Officer (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

    December
      13, 2005, 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 December 13, 2005, Executive shall be paid an initial salary at the
      monthly rate of $62,500, 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 $750,000.

     

           
      (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 (iii) 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.    Amended
      Vesting for Supplemental Retirement Benefit.  Section 4.2(c)
      of the Employment Agreement is hereby deleted in its entirety and replaced
      as
      follows, effective on the Effective Date:

     

    “(c)    Vesting.  The
      Qualified Plan Benefits and the Supplemental Retirement Benefit described in
      Section 4.2 (b)(i) shall be fully vested as of December 13,
      2005.  Upon the termination of Executive's employment he shall be
      entitled to receive all such benefits as provided in Section 4.2 (d).  The
      Supplemental Retirement Benefit described in Section 4.2 (b)(ii) shall begin
      vesting on December 13, 2005 and shall, so long as Executive is employed by
      the
      Company, cumulatively vest thereafter in equal monthly installments at the
      rate
      of 1/120th per
      calendar month for 120 months (with the period from December 13 to December
      31,
      2005, inclusive, being considered a “calendar month” for vesting purposes
      hereunder), except as follows; i.e., if during the term of this Agreement,
      and
      prior to full vesting:

     

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

     

    (i)    Executive
      voluntarily terminates his employment (other than for “Good Reason” as defined
      in the SPA) prior to December 13, 2010, then Executive shall be vested in zero
      percent of the Supplemental Retirement Benefit, except as provided in Sections
      4.2(c)(iii), (iv) or (v) below; and if Executive voluntarily terminates his
      employment (other than for “Good Reason” as defined in the SPA) on or after
      December 13, 2010, then with respect to the calendar year in which he so
      terminates his employment Executive shall vest 1/120th per calendar month up
      to
      and including the month of termination if such termination occurs after June
      30
      of such calendar year, and he shall not vest with respect to any calendar
      month in the first half of such calendar year if such termination occurs on
      or
      before June 30 thereof;

     

    (ii)    Executive
      is
      terminated for cause pursuant to Section 7(c) prior to December 13, 2010, he
      shall be vested in zero percent of the Supplemental Retirement Benefit; and
      if
      Executive is terminated for cause on or after December 13, 2010, he shall not
      be
      entitled to be vested for any interest for the calendar year in which he is
      terminated;

     

    (iii)    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, or (ii) his termination
      for
      cause, death, disability, or due to a change in control, Executive shall in
      the
      circumstances contemplated under Sections 4.2(c)(iii)(a) or (b), above, continue
      to vest in equal monthly installments at the rate of 1/120th  per calendar
      month for the then-remaining balance of the term of this Agreement;

     

    (iv)    Executive
      dies or becomes disabled, and (a) death or such disability occurs on or before
      December 12, 2010, then the Supplemental Retirement Benefit will vest at the
      cumulative vesting level reached as of the date of Executive’s death or
      disability (i.e., in equal monthly installments, at the rate of

    1/120th
      per calendar month, as hereinabove provided), or (b) death or such disability
      occurs on or after December 13, 2010, the Supplemental Retirement Benefit will
      vest 100 percent upon Executive’s death or disability; and Executive shall in
      either case be entitled to receive payments as described in Section 4.2 (d),
      except that if termination occurs as a result of disability, and Executive
      is
      receiving disability payments from the Company, the Supplemental Retirement
      Benefit will be reduced so that the combined Supplemental Retirement Benefit
      and
      disability benefit shall equal the amount described in Section 4.2(b)(ii);
      or

    


    (v)    There
      is a
      Change of Control, and Executive is terminated or resigns for Good Reason in
      connection therewith, Executive will vest 100 percent immediately upon such
      termination or resignation.”

     

    5.           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.

    


     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

     

    6.           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.

     

    


     

    For 
      CENTURY ALUMINUM COMPANY

    


    


    


    By:                      /s/
      Craig A.
      Davis             


                  
      Craig A. Davis

                  
      Chairman of the Board

    


    


    


    EXECUTIVE

    


    


    


    /s/ 
      Logan W.
      Kruger                    
                       


    Logan
      W. Kruger

    President,

    Chief
      Executive Officer