exv10w1






Exhibit 10.1




AMENDMENT TO

EMPLOYMENT AGREEMENT




     THIS AMENDMENT is entered into as of December 31, 2008, by and between Kaiser Aluminum
Corporation, a Delaware corporation (the “Company”), and Jack A. Hockema (the “Executive”). Terms
not defined in this Amendment shall have the meaning set forth in the Agreement (as defined below).



     WHEREAS, the Company and the Executive entered into that certain Employment Agreement dated as
of July 6, 2006 (the “Agreement”) and wish to amend the Agreement to assure that (i) any payments
under the Agreement that constitute a deferral of compensation within the meaning of Section 409A
of the Internal Revenue Code of 1986, as amended (“Section 409A”), comply with the requirements of
Section 409A to avoid the imposition of excise taxes, and (ii) any payments under the Agreement
that qualify for an exemption from deferred compensation treatment under Section 409A satisfy the
requirements of such exemption.



     NOW, THEREFORE, the parties agree as follows:



     1. Section 4.1 of the Agreement is amended to provide that the payments described in Sections
4.1(i) and (iii) will be paid in the 30-day period following the date of the Executive’s
termination of employment.



     2. The first sentence of the second paragraph of Section 4.5 of the Agreement is amended in
its entirety to read as follows:




For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s consent,
the occurrence of any of the following during the Term: (A) any material reduction in the
Executive’s Base Salary, target bonus opportunity or benefits pursuant to Section 3 of this
Agreement; (B) a material change in the Executive’s position causing it to be of materially
less stature or responsibility, or a change in the Executive’s duties, authorities,
responsibilities or reporting relationship; (C) the Company materially breaches this
Agreement; or (D) the Executive is not nominated for election to the Board or the Executive
is not timely renominated for election to the Board or is involuntarily removed from the
Board under circumstances that would not constitute Cause or Disability hereunder; provided,
however, that the Executive must provide written notice to the Company of the existence of
the Good Reason no later than 90 days after its initial existence and the Company shall have
a period of 30 days following receipt of such written notice during which it may remedy in
all materials respects the Good Reason condition identified in such written notice; and
provided further that the Executive must terminate employment with the Company no less than
two years following the initial existence of the Good Reason condition identified in such
written notice.



     3. Any expense reimbursements required to be made under the Agreement shall be for expenses
incurred by the Executive during his lifetime and shall be made not later than December
31st of the year following the year in which the Executive incurs the expense; provided
that in no event shall the amount of expenses eligible for payment or reimbursement, or in-kind
benefits provided, by the Company in one calendar year affect the amount of expenses to



 









 







be paid or reimbursed, or in-kind benefits to be provided, in any other calendar year. The
Executive’s right to expense reimbursement shall not be subject to liquidation or exchange for
another benefit. Any payment that becomes due to the Executive under Section 4.6.3 of the
Agreement shall be paid to the Executive no later than December 31 of the calendar year following
the calendar year in which the Excise Tax is paid.



     4. For the avoidance of doubt, to the extent that any provision of the Agreement provides for
the continued exercise of Options following the Executive’s termination of employment, such Options
shall be exercisable for the period provided in the Agreement, but in no event beyond the end of
the original term of such Options.



     5. To the extent that the Agreement provides for the payment of “deferred compensation”
(within the meaning of Section 409A) to the Executive or the Executive’s beneficiaries upon or as a
result of the Executive’s termination of employment, the Executive shall be considered to have
experienced a termination of employment as of the date that the Executive incurs a “separation from
service” within the meaning of Section 409A.



     6. Each payment or benefit to which the Executive becomes entitled under the Agreement will be
considered, and is hereby designated as, a separate payment for purposes of Section 409A (and
consequently the Executive’s entitlement to such payment or benefit will not be considered an
entitlement to a single payment of the aggregate amount to be paid).



     7. If the Company makes a good faith determination that a payment under the Agreement (i)
constitutes a deferral of compensation for purposes of Section 409A, (ii) is made to the Executive
by reason of his separation from service, (iii) at the time such payment would otherwise be made,
the Executive is a “specified employee” within the meaning of Section 409A (and using the
identification methodology specified by the Company from time to time), and (iv) a delay in payment
is required in order to avoid the imposition of excise taxes under Section 409A and such delay is
not already provided for by the Agreement, then the payment shall be delayed until the earlier of
(A) the first business day following the six-month anniversary of the Executive’s separation from
service, or (B) the Executive’s death.



     8. The provisions of this Amendment supersede and replace in their entirety any conflicting
provision set forth in the Agreement. Except as specifically amended hereby, the Agreement will
continue in full force and effect.



     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written
above.



	 	 	 	 	 
	 	KAISER ALUMINUM CORPORATION

 	 
	 	By  	/s/ John M. Donnan
 	 
	 	 	Name:  	John M. Donnan 	 
	 	 	Title:  	Senior Vice President, Secretary and

General Counsel 	 



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	 	EXECUTIVE

 	 
	 	 	/s/ Jack A. Hockema
 	 
	 	 	Jack A. Hockema 	 
	 	 	 



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