OMNIBUS AMENDMENT AGREEMENT TO EMPLOYMENT AGREEMENT
EX-10.10 4 y18618exv10w10.htm EX-10.10: OMNIBUS AMENDMENT AGREEMENT exv10w10
EXHIBIT 10.10
OMNIBUS AMENDMENT AGREEMENT
TO
EMPLOYMENT AGREEMENT
TO
EMPLOYMENT AGREEMENT
THIS OMNIBUS AMENDMENT AGREEMENT (this Amendment) is made as of December 8, 2005, by and between Century Aluminum Company, a Delaware corporation (the Company), and Gerald J. Kitchen (the Executive).
RECITALS
A. The Company and the Executive are parties to an Employment Agreement, made as of January 1, 2002, as amended by that Amendment Agreement, dated as of December 9, 2003, and that Second Amendment to Employment Agreement, dated as of June 28, 2005 (collectively, the Employment Agreement);
B. The Company and the Executive are parties to a Severance Protection Agreement, dated as of August 1, 2005 (the SPA);
C. The Company and the Executive are parties to a Consulting Agreement, dated as of January 1, 2006 (the Consulting Agreement);
D. The Company desires to (i) extend the term of the Employment Agreement and the SPA through March 31, 2006; (ii) amend the Employment Agreement to reflect Executives current Base Salary and additional compensation payments; and (iii) modify the term of the Consulting Agreement;
E. Executive is willing to continue his employment on the terms and conditions set forth in this Amendment;
F. Executive and the Company have agreed to amend the Employment Agreement, the SPA and the Consulting Agreement on the terms and conditions set forth in this Amendment;
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Term of Employment. Section 1 of the Employment Agreement is hereby amended by substituting March 31, 2006 for December 31, 2005 in line two.
2. Base Salary. Section 2.1(a)(i) of the Employment Agreement is hereby amended by substituting 25,625 for 22,833 in line one and 307,500 for 274,000 in line six. The following new sentence in its entirety shall be added at the end of Section 2.1(a)(i):
In addition to the foregoing Base Salary, Executive shall, beginning January 1, 2006, be paid an additional payment of $24,416.67 each month during the term of this Agreement.
3. Term of Severance Protection Agreement. Section 1 of the SPA is hereby amended by substituting March 31, 2006 for December 31, 2005 in line three.
4. Term of Consulting Agreement. The first WHEREAS clause of the Consulting Agreement is hereby amended by substituting March 31, 2006 for December 31, 2005 in the line three. Section 1 of the Consulting Agreement is hereby amended by substituting April 1, 2006 and March 31, 2007 for January 1, 2006 and December 31, 2007 in line two. Section 11 of the Consulting Agreement is hereby amended by substituting March 31, 2007 for December 31, 2005 in line six.
5. Incorporation of Amendment Agreement. Except as explicitly set forth in this Amendment, the parties do not intend to modify the terms and conditions of the Employment Agreement, the SPA or the Consulting Agreement; those terms and conditions shall remain in full force and effect, and they shall be incorporated into this Amendment by this reference.
CENTURY ALUMINUM COMPANY | ||||
By: | /s/ Craig A. Davis Chairman and Chief Executive Officer | |||
/s/ Gerald J. Kitchen |
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