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
     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 Executive’s 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
 
Craig A. Davis
Chairman and Chief Executive Officer
   
 
       
 
  /s/ Gerald J. Kitchen
 
Gerald J. Kitchen
   

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