Nonqualified Stock Option Agreement Pursuant to 1996 Stock Incentive Plan, as Amended
Exhibit
10.29
CENTURY ALUMINUM COMPANY
Nonqualified Stock Option Agreement
Pursuant to 1996 Stock Incentive Plan, as Amended
Pursuant to 1996 Stock Incentive Plan, as Amended
Nonqualified Stock Option Agreement (the “Agreement”) dated as of «Date», between
Century Aluminum Company, a Delaware corporation (the “Company”) and «Name», a non-employee
director of the Company (the “Optionee”);
RECITALS:
A. The Company desires to provide non-employee directors, and certain salaried officers and
other salaried key employees of the Company and its subsidiaries with a long-range incentive and
inducement to remain with the Company and its subsidiaries, and to encourage them to increase their
efforts to make the Company and its subsidiaries successful;
B. The Company believes that granting to such individuals an option to purchase common stock,
par value $.01 per share, of the Company (“Common Stock”) may help in accomplishing the
above purpose; and
C. The Company has adopted the Century Aluminum Company 1996 Stock Incentive Plan, as amended
(the “Plan”) and desires to grant a nonqualified stock option;
NOW, THEREFORE, the parties hereto agree as follows:
GRANT OF OPTION
1. The Company hereby grants to the Optionee, pursuant to the Plan, an option (the
“Option”) to purchase up to and including 3,000 shares of Common Stock at a price of
$«Option_Price» per share, upon the terms and conditions hereinafter contained. The Optionee
agrees to all the terms and conditions under which the Option is granted to the Optionee and agrees
to be bound thereby.
2. This Option is granted pursuant to the Plan, a copy of which the Optionee acknowledges
having received. The provisions of the Plan are incorporated into this Agreement by this
reference. Capitalized terms used but not otherwise defined in this Agreement have the meanings
given to them in the Plan.
TERM AND VESTING
3. Subject to earlier expiration pursuant to Section 5, this Option shall expire on the
10th anniversary of the date of this Agreement (the “Expiration Date”). This
Option may be exercised in whole or in part in whole numbers of shares prior to the Expiration
Date, subject to the following limitations:
a. one-fourth of the total number of shares covered under this Option may be
purchased by the Optionee on or after the date three months following the date of
grant;
b. one-fourth of the total number of shares covered under this Option may be
purchased by the Optionee on or after the date six months following the date of
grant;
c. one-fourth of the total number of shares covered under this Option may be
purchased by the Optionee on or after the date nine months following the date of
grant; and
d. one-fourth of the total number of shares covered under this Option may be
purchased by the Optionee on or after the first anniversary of the date of grant;
provided, however, in the event of a Change of Control of the Company, this Option
shall vest and become exercisable during the remaining term of the Option as provided in the Plan.
EXERCISE OF OPTION
4. To exercise, the Optionee must give written notice of the number of shares to be purchased
and the manner of payment to the Company’s stock plan administration group. The shares may be
registered only in the name of the Optionee or in the Optionee’s name and the names of others as
joint tenants. The notice to be given to Xxxxx Fargo upon any exercise of this Option shall be
substantially in the form annexed hereto as Exhibit I.
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EFFECT OF CESSATION AS A DIRECTOR
5. If the Optionee ceases to be a director for any reason, the following shall apply:
a. Vesting. If the Optionee is under 62 years of age, the portion of this
Option that was not exercisable as of the date the Optionee ceased to be a director
(the “Unvested Portion”) shall be forfeited. If the Optionee is 62 years
old or older, the Unvested Portion shall, subject to Section 5.b below, continue to
vest for a period of up to 12 months following the date the Optionee ceased to be a
director.
b. Exercise. The vested portion of this Option may be exercised until the
earlier of the Expiration Date or the date 36 months after date the Optionee ceased
to be a director.
NONTRANSFERABILITY
6. The Option granted hereunder may not be sold, transferred, hypothecated, pledged or
otherwise disposed of by the Optionee except by will or by the laws of descent and distribution,
pursuant to a qualified domestic relations order (as defined under the Code or Title I of the
Employee Retirement Income Security Act, or the rules thereunder), or for the benefit of any
immediate family member of the option holder. The option to acquire stock and all of the
Optionee’s rights hereunder shall terminate immediately if the Optionee: (a) attempts to or does
sell, assign, transfer, pledge, hypothecate or otherwise dispose of the Option or any rights
hereunder to any other person except as permitted above; or (b) becomes insolvent or bankrupt or
becomes involved in any matter so that the Option or any rights hereunder become subject to being
taken from the Optionee to satisfy the Optionee’s debts or liabilities.
EFFECT OF RECAPITALIZATION OR REORGANIZATION
7. This Option shall be subject to adjustment as provided in Article II of the Plan.
None of the shares of stock covered by the Option hereunder shall be considered, for any
purpose whatsoever, as outstanding shares prior to the issuance of stock certificates or the making
of the book entry therefor pursuant to exercise of the Option hereunder, and, except as
specifically set forth above, the Optionee shall have no rights in or to any dividends or other
distributions of cash or other property on or with respect to outstanding shares of stock covered
by this Option paid or payable to holders of record prior to such issuance.
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8. The Option granted hereunder shall be binding upon the Company, its successors or assigns,
including any successor or resulting Company, either in a liquidation or merger of the Company into
another Company owning all of the outstanding voting stock of the Company or in any other
transaction whether by merger, consolidation or otherwise under which such succeeding or resulting
Company acquires all or substantially all the assets of the Company and assumes all its
obligations.
INTERPRETATION
9. The Compensation Committee or its successors or assigns, shall have the sole and complete
authority and discretion to decide any questions concerning the application, interpretation or
scope of any of the terms and conditions of the Plan and this Agreement and its decisions shall be
binding and conclusive upon all interested parties.
MISCELLANEOUS
10. The Company will not be required to issue any fractional shares of Stock pursuant to the
Plan. The Compensation Committee may provide for elimination of fractions or the settlement of
fractions in cash.
11. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of Delaware, as such laws are applied to contracts entered into and performed in such state.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement as of the date and year
first above written.
| CENTURY ALUMINUM COMPANY |
||||
| By: | ||||
| Name: | Xxxxxx X. Kitchen | |||
| Title: | Executive Vice President | |||
| Optionee: | ||||
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