ex10_4.htm


    EXHIBIT 10.4

     

    
 

    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 Robert R. Nielsen (the
“Executive”).

     

    RECITALS

     

    A.  The
      Company and the
      Executive are parties to an Employment Agreement, made as of May 1, 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

    May
      1,
      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 May 1, 2006, Executive shall be paid an initial salary at the monthly
      rate
      of $29,166.67, 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 $350,000.

     

    (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/  
      Robert R.
      Nielsen               


    Robert
      R.
      Nielsen

    Executive
      Vice President

    General
      Counsel,

    Secretary