AMENDMENT No. 1 to EMPLOYMENT AGREEMENT
EXHIBIT
10.14
AMENDMENT
No. 1 to
THIS AMENDMENT No. 1 to EMPLOYMENT
AGREEMENT (this “Amendment No. 1”) is made as of March 19, 2007, by and
between Century Aluminum Company, a Delaware corporation (the “Company”), and
Xxxxxx X. Xxxxxxx, (the “Executive”).
RECITALS
A. The Company and the
Executive are parties to an Employment Agreement, made as of May 1, 2006,
pursuant to which the parties agreed that the Company would employ Executive as
Executive Vice President, General Counsel and Secretary (the “Employment
Agreement”).
B. Pursuant to the terms of
the Employment Agreement, Executive’s employment would terminate no later than
December 31, 2008, unless extended by the mutual agreement of the
parties.
C. The Company desires to
provide that the term of the Employment Agreement shall extend annually by one
year unless either party provides notice of termination to the
other.
D. Executive
is willing to continue his employment on the terms and conditions set forth in
this Amendment No. 1.
THE PARTIES AGREE AS
FOLLOWS:
1. Section 1.1.
of the Employment Agreement is hereby deleted in its entirety and replaced as
follows:
“1.1 Position and Term of
Employment.
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A.
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Position. Executive
shall be employed as the Executive Vice President, General Counsel and
Secretary of the Company and shall devote his full business time, skill,
attention and best efforts in carrying out his duties and promoting the
best interests of the Company. Executive shall also serve as a
director and/or officer of one or more of the Company's subsidiaries as
may be requested from time to time by the Board of
Directors. Subject always to the instructions and control of
the Board of Directors of the Company, Executive shall report to the Chief
Executive Officer of the Company and shall be responsible for all legal
matters and the day to day administrative affairs of the
Company.
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Executive
shall not at any time while employed by the Company or any of its
affiliates (as defined in the Severance Protection Agreement between the
Company and Executive dated as of May 1, 2006, (as amended and restated,
from time to time, the “SPA”), incorporated in this Agreement by this
reference), without the prior consent of the Board of Directors, knowingly
acquire any financial interests, directly or indirectly, in or perform any
services for or on behalf of any business, person or enterprise which
undertakes any business in substantial competition with the business of
the Company and its affiliates or sells to or buys from or otherwise
transacts business with the Company and its affiliates; provided that
Executive may acquire and own a de minimus amount of the outstanding
capital stock of any public corporation which sells or buys from or
otherwise transacts business with the Company and its
affiliates.
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B.
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Initial
Term. Executive's employment hereunder shall commence as
of May 1, 2006, and shall end December 31, 2008 (the “Initial Term”);
provided, however, that unless earlier terminated in accordance with the
terms of this Agreement, and subject, however, to termination as provided
in Section 1.3, commencing on January 1, 2008, and on each January 1
thereafter, the Initial Term of this Agreement shall automatically be
extended for one year (each then extended year of this Agreement being an
“Extended Term”). The Initial Term as may be extended by each
Extended Term is hereinafter referred to as the “term of this
Agreement.” For the second and each subsequent year during the
term of this Agreement, Executive shall be employed at a salary not less
than Executive’s salary in the immediately preceding year, and on other
terms and conditions at least as favorable to Executive as those
applicable to Executive during the immediately preceding year, or as may
otherwise be agreed to by the Company and Executive in
writing.
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C.
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Termination of
Renewal. Either party may give effective written notice
to the other party of such notifying party’s intention not to renew this
Agreement beyond the then-current term of this Agreement (“Notice of
Non-Renewal”), provided that such notice is given by the notifying party
not less than 30 months prior to the end of the then-current term of this
Agreement (or such shorter term as may be agreed to by the Company and
Executive in writing). If a party delivers a Notice of
Non-Renewal, the term of this Agreement will end as of the last day of the
then-current term of this Agreement, or as may otherwise be agreed to by
the Company and Executive in
writing.”
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2. Incorporation of Amendment
Agreement and SPA. Except as explicitly set forth in this
Amendment No. 1, the parties do not intend to modify the terms and conditions of
the Employment Agreement, those terms and conditions shall remain in full force
and effect, and they shall be incorporated into this Amendment No. 1 by this
reference.
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3. Miscellaneous.
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A.
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This
Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed
and delivered shall be deemed to be an original and all of which
counterparts taken together shall constitute but one and the same
instrument.
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B.
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Wherever
possible, each provision of this Amendment shall be interpreted in such
manner as to be effective and valid under applicable law, but if any
provision of this Amendment shall be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this
Amendment.
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C.
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This
Agreement shall be interpreted and construed in accordance with the laws
of the State of California. Each of the Company and Executive
consents to the jurisdiction of any state or federal court sitting in
California, in any action or proceeding arising out of or relating to this
Agreement.
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IN
WITNESS WHEREOF, this Amendment has been duly executed on the day and year
specified at the beginning hereof.
CENTURY
ALUMINUM COMPANY
By:
/s/ Xxxxx Xxxxxx
_______________________
Xxxxx Xxxxxx
Title: Chief
Executive Officer
EXECUTIVE
/s/ Xxxxxx. X. Xxxxxxx
_______________________
Xxxxxx X.
Xxxxxxx
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