OMNIBUS AMENDMENT AGREEMENT TO EMPLOYMENT AGREEMENT
EXHIBIT 10.10
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 Xxxxxx X. 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/ Xxxxx X. Xxxxx
Chairman and Chief Executive Officer |
|||
| /s/ Xxxxxx X. Kitchen
|
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