CENTURY ALUMINUM CO - FORM 10-K - EX-10.5 - AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT DATED AS OF DECEMBER 30, 2009, BY AND BETWEEN CENTURY ALUMINUM COMPANY AND LOGAN W. KRUGER - March 16, 2010

Attached files

file filename
EX-23.1 - CONSENT OF DELOITTE & TOUCHE LLP - CENTURY ALUMINUM COexhibit23_1.htm
EX-21.1 - LIST OF SUBSIDIARIES - CENTURY ALUMINUM COexhibit21_1.htm
EX-31.2 - RULE 13A-14(A)/15D-14(A) CERTIFICATION ? CHIEF FINANCIAL OFFICER - CENTURY ALUMINUM COexhibit31_2.htm
EX-24.1 - POWERS OF ATTORNEY - CENTURY ALUMINUM COexhibit24_1.htm
EX-32.1 - SECTION 1350 CERTIFICATIONS - CENTURY ALUMINUM COexhibit32_1.htm
EX-31.1 - RULE 13A-14(A)/15D-14(A) CERTIFICATION ? CHIEF EXECUTIVE OFFICER - CENTURY ALUMINUM COexhibit31_1.htm
EX-10.27 - AMENDED AND RESTATED SEVERANCE PROTECTION AGREEMENT, DATED AS OF JANUARY 1, 2008, BY AND BETWEEN CENTURY ALUMINUM COMPANY AND WILLIAM J. LEATHERBERRY - CENTURY ALUMINUM COexhibit10_27.htm
EX-10.30 - AMENDMENT NO. 1 TO SEVERANCE AGREEMENT DATED AS OF DECEMBER 1, 2008, BY AND BETWEEN CENTURY ALUMINUM COMPANY AND STEVE SCHNEIDER - CENTURY ALUMINUM COexhibit10_30.htm
EX-10.26 - EMPLOYMENT AGREEMENT, DATED AS OF DECEMBER 30, 2009, BY AND BETWEEN CENTURY ALUMINUM COMPANY AND WILLIAM J. LEATHERBERRY - CENTURY ALUMINUM COexhibit10_26.htm
EX-10.23 - LETTER AGREEMENT DATED DECEMBER 30, 2009 BETWEEN CENTURY ALUMINUM COMPANY AND ROBERT R. NIELSEN - CENTURY ALUMINUM COexhibit10_23.htm
EX-10.44 - FORM OF INDEPENDENT NON-EMPLOYEE DIRECTOR ANNUAL EQUITY-GRANT TIME-VESTING PERFORMANCE SHARE UNIT AWARD AGREEMENT - CENTURY ALUMINUM COexhibit10_44.htm
EX-10.45 - AMENDED AND RESTATED CENTURY ALUMINUM COMPANY EXECUTIVE SEVERANCE PROTECTION PLAN, ADOPTED NOVEMBER 1, 2009 - CENTURY ALUMINUM COexhibit10_45.htm
EX-10.67 - AMENDMENT TO STANDSTILL AND GOVERNANCE AGREEMENT, DATED JANUARY 27, 2009, BY AND BETWEEN CENTURY ALUMINUM COMPANY AND GLENCORE AG - CENTURY ALUMINUM COexhibit10_67.htm
EX-10.28 - AMENDMENT NO. 1 TO AMENDED AND RESTATED SEVERANCE PROTECTION AGREEMENT DATED AS OF DECEMBER 1, 2008, BY AND BETWEEN CENTURY ALUMINUM COMPANY AND WILLIAM J. LEATHERBERRY - CENTURY ALUMINUM COexhibit10_28.htm
EX-10.38 - FIRST AMENDMENT OF THE CENTURY ALUMINUM COMPANY AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT INCOME BENEFIT PLAN - CENTURY ALUMINUM COexhibit10_38.htm
EX-10.43 - FORM OF INDEPENDENT NON-EMPLOYEE DIRECTOR ANNUAL RETAINER FEE PAYMENT TIME-VESTING PERFORMANCE SHARE UNIT AWARD AGREEMENT - CENTURY ALUMINUM COexhibit10_43.htm
10-K - CENTURY ALUMINUM COMPANY ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009 - CENTURY ALUMINUM COform10k.htm
EX-10.29 - AMENDED AND RESTATED SEVERANCE PROTECTION AGREEMENT, DATED AS OF MARCH 20, 2007, BY AND BETWEEN CENTURY ALUMINUM COMPANY AND STEVE SCHNEIDER - CENTURY ALUMINUM COexhibit10_29.htm
 
EXHIBIT 10.5
 

 
AMENDMENT No. 4 to EMPLOYMENT AGREEMENT
 

 
THIS AMENDMENT No. 4 to EMPLOYMENT AGREEMENT (this “Amendment No. 4”) is made as of December 30, 2009 (the “Effective Date”), by and between Century Aluminum Company, a Delaware corporation (the “Company”), and Logan W. Kruger (the “Executive”).
 
RECITALS
 
A.  The Company and the Executive are parties to an Employment Agreement, made as of December 13, 2005 and amended as of March 19, 2007, August 30, 2007 and December 1, 2008, pursuant to which agreement, as so amended, the parties agreed that the Company would employ Executive as President and Chief Executive Officer (collectively, the “Employment Agreement”).
 
B.  The Company and the Executive desire to amend the Employment Agreement.
 
THE PARTIES AGREE AS FOLLOWS:

1.           Agreement with regard to Fees and Expenses.  A new Section 16 of the Agreement is hereby added in its entirety as follows:

“16.           Fees and Expenses.

(a)           This Section 16(a) shall be applicable for any and all costs and expenses (including attorneys’ fees) incurred by Executive in seeking to enforce the Company’s obligations under this Agreement.  Unless prohibited by law, the Company shall pay and be solely responsible for any and all costs and expenses (including attorneys' fees) incurred by Executive in seeking to enforce the Company's obligations under this Agreement unless and to the extent a court of competent jurisdiction determines that the Company was relieved of those obligations because (i) the Company terminated Executive “for cause” (as determined under Section 7(c) hereof), (ii) Executive voluntarily terminated his employment other than for “Good Reason” (as defined in the SPA), or (iii) Executive materially and willfully breached his obligations under this Agreement and such breach directly caused substantial and demonstrable damage to the Company.  The Company shall pay directly or reimburse Executive for any and all such costs and expenses within 60 (sixty) calendar days following the presentation by Executive or by counsel selected from time to time by Executive of a statement or statements prepared by Executive or by such counsel of the amount of such costs and expenses.  If and to the extent a court of competent jurisdiction renders a final binding judgment determining that the Company was relieved of its obligations for any of the reasons set forth in clauses (i), (ii), or (iii) above, Executive shall repay, within 60 (sixty) calendar days following such judgment, the amount of such payments or reimbursements to the Company.  The Company shall also pay to Executive interest (calculated at the Base Rate from time to time in effect at Bank of America, compounded monthly) on any payments or benefits that are paid or provided to Executive later than the date on which due under the terms of this Agreement.
 
 
 
1
 

(b)           In order to comply with Section 409A, (i) in no event will the payments by the Company under Section 16 of this Agreement be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred; the Executive shall be required to submit an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year will not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year; (iii) the Company’s obligation to pay the Executive’s legal fees will terminate on the fourth anniversary of the termination of this Agreement; provided, however that with respect to any Supplemental Retirement Benefit, the Company’s obligation to pay the Executive’s legal fees will terminate on the second anniversary of the date on which the Company fully satisfies its obligations in respect of the Supplemental Retirement  Benefit; and (iv) the Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.”


IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as of the Effective Date.

 
 
 
For CENTURY ALUMINUM COMPANY
 
 
By:
/s/ Peter C. Jones
 
Peter C. Jones
  Chairman of the Compensation Committee


 
EXECUTIVE
 
/s/ Logan W. Kruger
 
Logan W. Kruger
 
President and Chief Executive Officer
 
 
 
2
 


 

Stock widget

Investing forum

CENTURY ALUMINUM CO Reports