CENTURY ALUMINUM COMPANY Nonqualified Stock Option Agreement Pursuant to 1996 Stock Incentive Plan, as Amended
Exhibit 10.28
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 «Grant_Date»,
between Century Aluminum Company, a Delaware corporation (the “Company”) and «Name», an
employee of the Company and/or a subsidiary (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 «Number_of_Options» 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-third of the total number of shares covered under this Option may be
purchased by the Optionee on or after the date hereof;
b. one-third 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 hereof;
c. one-third of the total number of shares covered under this Option may be
purchased by the Optionee on or after the second anniversary of the date hereof;
provided, however, upon 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.
EFFECT OF TERMINATION OF EMPLOYMENT
5. If the Optionee ceases to be an employee of the Company and/or a subsidiary for any reason
other than death, disability or retirement, the Option shall be forfeited and all rights hereunder
cancelled. If the Optionee ceases to be an employee of the Company and/or a subsidiary because of
death, disability or retirement, the following shall apply:
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a. Vesting. If the Optionee is under 62 years of age, the portion of the
Option that was not exercisable (the “Unvested Portion”) as of the date the
Optionee ceased to be an employee (the “Termination Date”) 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.
b. Exercise. If the Optionee is under 62 years of age and the Optionee
retires, the Optionee shall have the right until the earlier of the Expiration Date
or 90 days after the Termination Date to purchase the number of shares, if any,
which the Optionee is then entitled to purchase under paragraphs 3 and 5.a above.
If the Optionee dies, becomes disabled or is 62 years old or older on the
Termination Date, the vested portion of the Option may be exercised until the
earlier of the Expiration Date or the date three years after the Termination Date.
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.
WITHHOLDING TAXES
7. It is intended that the Option granted herein shall constitute a nonqualified stock option
which will not be treated as an incentive stock option under the Internal Revenue Code.
Accordingly, it is recognized by the parties hereto that any exercise of part, or all, of the
Option by the Optionee may result in taxable income to the Optionee as additional compensation, the
amount of which is deductible by the Company. Therefore, the Optionee agrees to reimburse the
Company (or permit the Company to retain from option proceeds) the amount of that compensation, as
determined by the Company, necessary to satisfy the Company’s withholding tax liability to the
Federal, state or local Governments with respect to such compensation.
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EFFECT OF RECAPITALIZATION OR REORGANIZATION
8. 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 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 the Option paid
or payable to holders of record prior to such issuance.
9. 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
entity acquires all or substantially all the assets of the Company and assumes all its obligations.
EMPLOYMENT RIGHTS AND OBLIGATIONS
10. The granting of the Option hereunder shall not alter or otherwise affect the rights of the
Company or of its subsidiaries to change the duties of the Optionee or the services to be performed
by the Optionee or the place of performance of such services or the Optionee’s compensation, or
lessen, restrict or otherwise affect the right of the Optionee’s employer to terminate the
Optionee’s employment at any time.
INTERPRETATION
11. 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
12. 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.
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13. 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: | ||||
| Title: | ||||
| Optionee: | ||||
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