1
EXHIBIT 10.11
PHANTOM STOCK TERMINATION AGREEMENT
This Phantom Stock Termination Agreement ("Agreement") is made as of the
1st day of August, 1996, by and between Goldendale Aluminum Company (formerly
Columbia Aluminum Corporation) (the "Company"), and Xxxxxx Xxxxxxxx
("Optionholder").
RECITALS
A. The Company and Optionholder are parties to a Nonqualifed Phantom
Stock Agreement made May 24, 1991 and effective as of March 15, 1989, and any
and all amendments or modifications thereof (the "Phantom Stock Agreement").
B. The Company and Optionholder are parties to an Employment Agreement
made May 24, 1991 and effective as of March 15, 1989, and any and all amendments
or modifications thereof (the "Employment Agreement").
C. The Company and Optionholder are also parties to a Memorandum of
Agreement dated May 16, 1996 (the "Memorandum"), which is related to the
foregoing agreements.
D. The Company and Optionholder desire to terminate their respective
rights and obligations under the Phantom Stock Agreement, Section 12 of the
Employment Agreement (regarding antidilution) and the Memorandum, pursuant to
the terms set forth in this Agreement.
NOW, THEREFORE, the Company and Optionholder agree as follows:
1. Termination of Agreements. The Phantom Stock Agreement, Section 12 of
the Employment Agreement (regarding antidilution) and the Memorandum are hereby
terminated, and neither the Company nor Optionholder shall have any further
rights, obligations or liabilities pursuant to the Phantom Stock Agreement,
Section 12 of the Employment Agreement or the Memorandum.
2. Optionholder Compensation Adjustment. In consideration for this
Agreement, the Company shall, upon the execution and delivery of this Agreement,
increase the base compensation of the Optionholder by the amount of $8,177.04
per biweekly payroll period, for a period of five years beginning with the first
payroll period in August, 1996
3. Entire Agreement. This Agreement constitutes the entire agreement
between the parties and contains all the agreements between them with respect to
the subject matter hereof. It also supersedes any and all other agreements or
contracts, either oral or written, between the parties with respect to the
subject matter hereof.
2
4. Applicable Law. This Agreement shall be construed and enforced under
and in accordance with the laws of the state of Washington.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
COLUMBIA ALUMINUM CORPORATION
By: XXXXX XXXXXX
--------------------------------
Title: President
-----------------------------
XXXXXX XXXXXXXX
------------------------------------
Xxxxxx Xxxxxxxx
