Exhibit 10.1 Offer Letter






Exhibit 10.1
____________________________________________________________________________________

      






April 24, 2014


Mr. Rick Dillon 
Via Electronic Mail


Dear Rick:


We are very pleased to offer you the position of Executive Vice President and Chief Financial Officer of Century Aluminum Company (the “Company”).  In this position, you will be based out of the Company’s Chicago headquarters and will report directly to the Chief Executive Officer of Century Aluminum Company.


Your first day of employment will be May 19, 2014, unless the parties mutually agree otherwise.


The following will serve as an overview of the conditions and financial terms of our relationship:
 
•Base Salary:  You will receive an initial annual base salary of $400,000, to be reviewed annually.


•Signing Bonus:  You will receive a signing bonus of $200,000, payable with your first paycheck in accordance with the Company’s normal payroll cycle.  If you voluntarily leave your position with the Company within two years of your start date, you agree to repay this signing bonus to the Company within 30 days of your departure.   


To the extent that you are able to exercise your already-vested stock options with your current employer, your signing bonus will be reduced by the pre-tax value realized. In such case, if you voluntarily leave your position with the Company within 18 months of your start date, you agree to repay this signing bonus to the Company within 30 days of your departure.  


In order to receive this payment, you must first enter into the attached Relocation Demand Promissory Note.


•Participation in our Annual Incentive Program:  You will be included in our Annual Incentive Plan (“AIP”), with a target annual incentive equal to 70% of your base salary, prorated for 2014 based on your start date.  Your actual incentive will depend upon Company and individual performance.  Payment of any incentive compensation is at the sole discretion of the Compensation Committee. 


•Long Term Incentive Plan:  This plan (the “LTIP”) provides for the grant of time vesting performance shares (settled in shares of common stock) (“TVPSUs”) and performance share units (which are generally settled in cash, but may be settled in shares of common stock at the discretion of the Compensation Committee) (“PSUs”) to key senior Company personnel.  Under the current LTIP, target awards are calculated each year for the ensuing three-year period by calculating a percentage of a participant’s base salary as an award, 2/3 of such award being PSUs and 1/3 being TVPSUs.  









____________________________________________________________________________________



Mr. Rick Dillon
April 24, 2014
Page 2




At the time the Compensation Committee makes target awards, it also sets the performance goals for the Company for the PSU portion of the LTIP.  Following completion of each three-year period, the Company then evaluates actual performance versus these goals when determining the final amount of the awards to be paid. The grant and payment of any award is at the sole discretion of the Compensation Committee.


The Compensation Committee generally sets annual programs in the first quarter of a fiscal year.  The Compensation Committee has approved adding you as a participant in the 2012-2014, 2013-2015 and 2014-2016 LTIP programs on a prorated basis.  Your target award for each of the foregoing program years will be 120% of your base salary.  Payment of any incentive compensation is at the sole discretion of the Compensation Committee.


•Severance Protection:  The Compensation Committee will be requested to include you as a Tier II participant in the Company’s new Executive Severance Plan, expected to be approved by the Compensation Committee at its second quarter meeting.


•Benefit Plans:  You and your eligible dependents will be eligible for Company provided medical, dental and vision plans.  You will also be eligible for participation in the Century Aluminum 401(k) program and defined benefit pension plans.  The 401(k) program currently has a match of 100% up to the first 4% of eligible compensation and 50% of the next 2% of eligible compensation. Century’s defined benefit plan is currently under review, and therefore the qualified pension formula will be changing and likely replaced with a defined contribution arrangement during 2014.


You will also become eligible to participate in Century’s nonqualified pension program, crediting service to your date of hire, and based upon a formula to be finalized by the Company with approval by Compensation Committee during 2014.


•Life Insurance:   The Company will provide you with life insurance in the face amount of one times your annualized base salary amount, up to a maximum of $250,000.  As an executive of the company, you will also be provided with an additional $500,000 of 20-year term life insurance. This coverage is provided at no cost to you.  


•Vacation:  You will be eligible for 20 days (160 hours) of vacation time, prorated for 2014 based on your start date.


•Relocation:  You will be eligible for relocation benefits in accordance with the Executive Relocation Policy attached to this letter.  In order to begin receiving these benefits, you must also enter into the attached Relocation Repayment Agreement and Relocation Demand Promissory Note. 


Contingent Offer


This employment offer is contingent upon the satisfactory completion of (i) verification of the right to work in the U.S., (ii) routine background screening, and (iii) drug screening as prescribed by Century’s policy within 90 days of hire, the failure of which may result in discipline up to and including termination.  











____________________________________________________________________________________



Mr. Rick Dillon
April 24, 2014
Page 3




In addition, your ongoing employment is subject to all applicable Company policies, which may be changed, terminated, or added from time to time. 


At-will Employment


Your employment is at-will.  Nothing in this offer letter is intended to or does create a contract of employment for a specific period of time nor does it create any obligations on the part of the Company or vest any rights in you other than those specifically set forth herein.  You understand that the benefits set forth herein are granted without restriction on the right of the Company to modify such benefits or terminate your employment at any time, with or without cause and with or without notice.  Similarly, the Company understands you may, at any time, terminate your employment relationship with or without cause and with or without notice.  


Proprietary Information, Intellectual Property and Non-Solicitation


You are expected to protect propriety information of Century Aluminum Company and its subsidiaries (collectively, “Century”) and to assign your rights to intellectual property which may be developed during your employment with Century to the Company as permitted by law.  In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you may use only that information generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by Century, or developed by you on behalf of Century. You agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality. You represent further that you have disclosed to the Company any contract you have signed that may restrict your activities on behalf of the Company, including any restrictions regarding solicitations of employees of any former employer.  You further represent that you are not subject to any agreement with any prior employer that would prevent you from performing the essential functions of the employment position outlined in this letter, and that by accepting employment with the Company you will not breach any agreements with any other employer.  This letter contains all of the terms of your employment with the Company and supersedes any prior understandings or agreements, whether oral or written, between you and the Company.









____________________________________________________________________________________



Mr. Rick Dillon
April 24, 2014
Page 4






Rick, we are very excited about the prospect of you joining the Company.  Please contact me if you have any questions regarding this letter, our offer or any other matters.  We will keep this offer open until April 30, 2014. 


Sincerely,


/s/ Michael A. Bless


Michael A. Bless
President and CEO
    


Accepted and Agreed to:




	
					
	/s/ Rick Dillon
	 
	4/27/2014
	 
	 

	Rick Dillon


	 
	Date