exv10w2







	 	 	 	 	 



Exhibit 10.2




AMENDMENT TO

CHANGE IN CONTROL SEVERANCE AGREEMENT





     THIS AMENDMENT is entered into as of December 31st, 2008, by and between Kaiser Aluminum
Fabricated Products, LLC, a Delaware limited liability company (the “Company”), and the executive
identified on the signature page to this Amendment (the “Executive”). Terms not defined in this
Amendment shall have the meaning set forth in the Agreement (as defined below).



     WHEREAS, Kaiser Aluminum & Chemical Corporation, a Delaware corporation (“KACC”), and the
Executive entered into that certain Change in Control Severance Agreement effective November 18,
2002 (the “Agreement”), and on July 6, 2006, KACC assigned to the Company, and the Company assumed
from KACC, KACC’s rights and obligations under the Agreement; and



     WHEREAS, the Company and the Executive 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. All references to the “Corporation” contained in the Agreement shall be deemed references
to the Company.



     2. The first paragraph of Section 2(g) of the Agreement is amended to replace the “ten (10)
business day” period described therein with “thirty (30) business days” and Section 2(g)(3) of the
Agreement is amended to replace the reference to “a reduction” in the Executive’s eligibility for
participation in the Company’s benefit plans contained therein with “a material reduction.”



     3. Section 3(d) of the Agreement is amended in its entirety to read as follows:




	 	(d)	 	The Executive declines to sign and return a Release Agreement or revokes such
Release Agreement within the time provided therein or for any other reason the Release
Agreement has not been executed by the Executive, delivered to the Corporation and
become effective and irrevocable in its entirety within the 60-day period following the
Executive’s termination of employment; or





     4. Section 3 of the Agreement is further amended to add the following two sentences to the end
thereof:




Notwithstanding anything to the contrary in this Agreement, in order to terminate employment
with “Good Reason,” the Executive must terminate employment within the two-year period
beginning upon the initial existence of the condition constituting Good Reason. If the
Executive’s termination of employment precedes the Change in Control,



 









 







then, for purposes of determining the timing of any payments to be made under Section 5 or 6
below, such payments shall be measured from the date of the Change in Control rather than
from the date of the Executive’s termination of employment.



     5. Sections 5(a) and 5(b) of the Agreement are amended to replace the phrase “as soon as
practicable following the Executive’s termination (but in no event later than 30 days after such
termination)” with the phrase “within five business days following the date that the Release
Agreement becomes effective and irrevocable in accordance with its terms.”



     6. The second sentence of Section 6(b) of the Agreement is deleted in its entirety.



     7. The first paragraph of Section 7 of the Agreement is amended to replace the phrase “in such
manner as the Executive shall direct” contained in the third sentence thereof with the phrase “by
reducing any cash lump sum payments under Section 5(a) above.”



     8. Any expense reimbursements required to be made under the Agreement shall be for covered
expenses incurred by the Executive during his or her lifetime, and such reimbursements 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 7 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 remitted or, in the case of reimbursement of expenses
incurred due to a tax audit or litigation to which there is no remittance of taxes, no later than
the end of the year following the year in which the audit is completed or there is a final and
nonappealable settlement or other resolution of the litigation in accordance with Treasury
Regulation Section 1.409A-3(i)(1)(v).



     9. 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.



     10. 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).



     11. 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 or her 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



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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.



     12. 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 FABRICATED PRODUCTS, LLC

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EXECUTIVE

 	 
	 	
 	 
	 	Name:  	 	 
	 	 	 



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