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Exhibit 10.1




CONSULTING AGREEMENT




     This Consulting Agreement (“Agreement”) is entered into and effective as of April 1, 2007
between Daniel D. Maddox (“Consultant”) and Kaiser Aluminum Fabricated Products, LLC, a Delaware
limited liability company with principal offices located at 27422 Portola Parkway, Suite 350,
Foothill Ranch, California 92610 (“Kaiser”).



     WHEREAS, Consultant formerly served as Kaiser’s Vice President and Controller and has
terminated his employment with Kaiser pursuant to the terms of his employment agreement; and



     WHEREAS, Kaiser desires to have Consultant continue to perform certain services for Kaiser as
set forth herein, and Consultant is willing to perform such services.



     NOW THEREFORE, in consideration of the mutual promises contained herein the parties hereto
agree as follows:



     1. Term and Termination




          The term of this Agreement shall commence as of the above referenced effective date and shall
continue in effect through June 30, 2007 subject to such extensions or amendments as the parties
may mutually agree upon in writing.



     2. Services




          2.1 Unless otherwise agreed by Kaiser in writing, Consultant shall remain available to Kaiser
to assist and consult with Kaiser with various accounting tasks and responsibilities previously
managed by Consultant. However, this is not an exclusive arrangement and does not preclude
Consultant from accepting other arrangements that do not materially conflict.




          2.2 All services hereunder shall be performed by Consultant only as authorized by Kaiser’s
Chief Financial Officer or Chief Accounting Officer, or such other person as Kaiser may designate
and only as Consultant shall agree to accept such request.




          2.3 Consultant shall at all time act in accordance with his own best judgment, experience and
expertise and shall conform to the high professional standards of work and business ethics as an
independent Consultant. Consultant shall achieve results without supervision except as to manner
or means of accomplishing those results.




          2.3 The parties anticipate that the services under this Agreement will primarily be performed
remotely in Houston, Texas, however infrequent or occasional travel to Kaiser’s offices in Foothill
Ranch, California may be required as mutually agreed. In addition, the parties do not anticipate
the services contemplated by this Agreement to require Consultant’s full time and attention. The
parties anticipate Consultant providing no more than 20-40 hours per month; however this shall not
be deemed to be a commitment or guaranteed number of hours. In the event that the services require
more time than anticipated, the parties will meet and confer to discuss modifications to the
Agreement.




          2.4 This contact can be terminated by either party upon 45 days notice. In the case of
termination by the Consultant, any previously paid retainer for the month in which termination
occurs must be refunded to the Company.




 









 








     3. Fees and Reimbursements/Invoices




          3.1 Consultant shall receive a retainer each month during the term of this Agreement in the
amount of Three Thousand Dollars ($3,000) payable on the fist day of each month. In addition, for
each hour of actual services performed, Consultant shall receive compensation of One Hundred Fifty
Dollars ($150) per hour for work performed . Both parties agree that Consultant is not an employee
for state or federal tax purposes. No FICA, federal, state, nor local income tax, nor payroll tax
or any kind, shall be withheld or paid by Kaiser on behalf of Consultant. Consultant shall be
solely responsible for payment of all FICA and federal, state and local income taxes payable on
compensation received hereunder. All travel time in connection with this Agreement will be
prorated as required and compensated at the above rates. In addition, upon submission of proper
documentation, Kaiser will reimburse Consultant for all reasonable and customary expenses incurred
while providing consulting services. The term “reasonable and customary” shall mean expenses
incurred consistent with Kaiser’s corporate policies on reimbursement of travel and related
expenses.




          3.2 At the beginning of each month Consultant shall submit a statement (invoice) setting forth
in reasonable detail Consultant’s fees and expenses for the prior month. Expenses shall be
supported by standard Kaiser expense account documentation. Invoices must show the breakdown for
services performed. These statements shall be submitted to Kaiser at the address set forth below.



Kaiser Aluminum Fabricated Products, LLC

27422 Portola Parkway, Suite 350

Foothill Ranch, California 92610

Attn: Chief Financial Officer



Kaiser shall promptly review and pay each such statement.




     4. Independent Contractor




          4.1 Consultant shall perform services hereunder as an independent contractor and not as an
employee. Consultant shall have no power or authority to act for, legally represent, or commit
Kaiser in any way unless Kaiser specifically authorizes Consultant to do so.




          4.2 Consultant understands and agrees that during the period of this Agreement and any
extensions thereto Consultant is not entitled to participate in or accrue benefits, and Consultant
hereby expressly waives any claim to participate in or accrue benefits, under Kaiser’s employee
benefit plans, including but not limited to the Kaiser Aluminum Savings and Investment Plan,
Kaiser’s Restoration Plan, Severance Pay and Benefits Continuation, Personal Choice, Life
Insurance, Sick Leave with Salary Continuation, Long Term Disability, Accidental Death and
Dismemberment, Medical and Dental plans for services performed hereunder. In addition, Consultant
is not entitled to participate in any employee bonus plans.




     5. Protection of Confidential Information




          5.1 All work product of Consultant in the performance of this Agreement, including without
limitation, analyses, reports, data and other information made by Consultant, shall be the property
of Kaiser and shall be considered Confidential Information. Any information disclosed to
Consultant by Kaiser or others in connection with this Agreement shall also be considered
Confidential Information, and shall, as between Kaiser and Consultant, be the property of Kaiser.




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          5.2 Except as Kaiser may authorize in writing, Consultant shall not
disclose any Confidential Information or use it for any purpose other than the performance of Consultant’s
services under this Agreement. Promptly upon Kaiser’s request, and in any event upon the
termination of this Agreement, Consultant shall deliver to Kaiser all such material (including all
copies made thereof) which Consultant has in Consultant’s possession.




          5.3 All documents and tangible items prepared for and submitted to Kaiser by Consultant in
connection with the services rendered under this Agreement shall belong exclusively to Kaiser
(“Deliverable Items”). Consultant agrees to give Kaiser or its designees all assistance reasonably
required to perfect such rights.




     6. Construction of Terms




          If any provision of this Agreement is held unenforceable by a court of competent jurisdiction,
that provision shall be severed and shall not affect the validity or enforceability of the
remaining provisions.




     7. Successors and Assigns




          This Agreement may not be assigned by Consultant without the prior consent of Kaiser. The
benefits and obligations of this Agreement shall be binding upon and inure to the parties hereto,
their successors and assigns.




     8. No Conflict




          Consultant warrants that Consultant has not previously assumed any obligations inconsistent
with those undertaken by Consultant under this Agreement.




     9. Applicable Law/Entire Agreement




          9.1 This Agreement shall in all respects be governed by and construed in accordance with the
laws of the State of California, except that conflicts of laws/provisions of California law shall
not be applied for the purpose of making other law applicable.




          9.2 This Agreement constitutes the entire agreement and supersedes all prior agreements and
understanding, both written and oral, between the parties relating to the subject matter hereof.
It shall not be amended, supplemented or superseded except by a written agreement signed by both
parties.




     10. Disputes




          Any dispute, controversy or claim arising out of, relating to, or in connection with this
Agreement, or the breach, termination of validity thereof, which is not settled by mutual agreement
of the parties involved in such dispute, controversy or claim shall be subject to the exclusive
jurisdiction and venue of state and federal courts located in Orange County, California. In the
regard, each of the parties submits to the jurisdiction of such courts and waives any defense to
such jurisdiction.







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     11. Notices





          All notices, correspondence, consents, requests, demands, and other communications hereunder
shall be in writing and shall be deemed to have been duly given when actually received. Such
notices may be given personally, by registered or certified mail, by telex, or by facsimile
transmission:




	 	 	 	 	 
	 

	 	if to Consultant:
	 	Daniel D. Maddox
	 

	 	 	 	12303 Woodthorpe
	 

	 	 	 	Houston, Texas 77024
	 
	 

	 	if to Kaiser:
	 	Kaiser Aluminum Fabricated Products, LLC
	 

	 	 	 	Attn: Chief Financial Officer
	 

	 	 	 	27422 Portola Parkway — Suite 350
	 

	 	 	 	Foothill Ranch, CA 92610-2831






     or to such other address as either party shall have last designated by notice to the other party
hereto.



     12. Waiver




     Failure of either Kaiser or Consultant to enforce at any time any of the provisions of this
Agreement shall in no way be construed to be a waiver of such provisions nor in any way affect the
validity of this Agreement or any part thereof or the right of either party thereafter to enforce
each and every provision thereof. The waiver of any provisions of this Agreement or any breach
thereof shall not constitute waiver of any subsequent breach of the same or any other provisions of
this Agreement.



     13. Knowing and Voluntary Waiver




     Consultant understands and agrees that Consultant:




	 	a.	 	Has carefully read and fully understands all of the provisions of this
Agreement;
	 
	 	b.	 	Has had an opportunity to negotiate the terms of this Agreement;
	 
	 	c.	 	Is, through this Agreement, waiving right to employee benefits and/or any
future claim to benefits set forth in paragraph 4.2 of this Agreement as a result of
services provided under this Agreement;
	 
	 	d.	 	Knowingly and voluntarily intends to be legally bound by the terms of this
Agreement; and
	 
	 	e.	 	Was advised and hereby is advised in writing to consider the terms of this
Agreement and consult with an attorney of his choice prior to executing this Agreement.





     14. Survival




     The obligations of Consultant under Section 9 and 10 of this Agreement shall survive
termination or expiration of this Agreement.



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     IN WITNESS WHEREOF, the parties have executed this Consulting Agreement as of the date first
set forth above.



	 	 	 	 	 	 	 	 	 
	CONSULTANT:	 	 	 	KAISER ALUMINUM FABRICATED PRODUCTS, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Daniel D. Maddox
 

Daniel D. Maddox

	 	 
	 	By:
	 	/s/ James E. McAuliffe, Jr.
 

James E. McAuliffe, Jr.
	 	  
	 

	 	 	 	 	 	Vice President — Human Resources
	 	 







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