Offer Letter between Century Aluminum Company and Craig Conti

                                                        

Mr. Craig Conti

303 W. Ohio St. #2403

Chicago, IL 60654

Dear Craig:

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 July 30, 2018.

The following will serve as an overview and outline of the conditions and financial terms of our relationship:

 

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 has approved adding you as a participant in the 2018-2020 LTIP program. Your target award for this period will be 120% of your base salary.

Additionally, in order to compensate you for outstanding compensation from your former employer that you will forego by accepting this offer, you will receive a one-time TVPSU grant on your start date valued at $165,000, vesting 50% on February 15, 2019 and 50% on February 15, 2020.

                                                        

You will also be eligible to participate in the Century Aluminum Company Restoration Plan, which provides additional retirement benefits on behalf of certain executive and management employees whose company contributions under the Century Aluminum 401(k) plan are restricted by the compensation limit in Section 401(a)(17) of the Internal Revenue Code. The Restoration Plan will provide a 9% contribution on compensation exceeding the IRS limit.

Payment of any incentive compensation set forth above is at the sole discretion of the Compensation Committee.

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

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.

                                                        

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 Century 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.

Craig, 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 July 9, 2018.

    

Sincerely,

Michael A. Bless

President & CEO

Accepted and Agreed to: