UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): March 1, 2007
Century
Aluminum Company
(Exact
name of registrant as specified in its charter)
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Delaware
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0-27918
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13-3070826
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(State
or other jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2511
Garden Road
Building
A, Suite 200
Monterey,
California
(Address
of principal executive offices)
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93940
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(Zip
Code)
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(831)
642-9300
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(Registrant's
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last
report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
□
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
□
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
□
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
□
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
5.02. Compensatory Arrangements of Certain Officers
(e)
Effective March 1, 2007, Century Aluminum Company (“Century”, “we” or “us”)
entered into employment and severance protection agreements with Wayne R.
Hale,
who succeeded E. Jack Gates as Executive Vice President and Chief Operating
Officer of Century effective March 1, 2007. Under the terms of his employment
agreement, Mr. Hale will receive a base salary of $450,000 per annum and
will be
eligible to receive an annual performance-based cash bonus under Century's
incentive compensation plan of up to 100% of his base salary, subject to
the
discretion of the Compensation Committee. Mr. Hale's annual cash bonus for
2007
will be no less than $225,000. Mr. Hale will also receive one-time signing
and
relocation bonuses totaling $300,000. The agreement provides that Mr. Hale
will
receive options to purchase 50,000 shares of Century's common stock and a
one-time grant of 25,000 service-based performance shares. The options will
vest
over a period of two years, with one-third vesting on each of his employment
date, the one year anniversary of his employment date and the two year
anniversary of his employment date, and will be exercisable at an exercise
price
equal to the average of the high and low sales price of Century’s common stock
on his employment date. The service-based performance shares will vest one-third
each on the one, two and three year anniversaries of his employment date.
Mr.
Hale will also be eligible to participate in certain of Century’s incentive
compensation and benefit plans, including our Amended and Restated 1996 Stock
Incentive Plan, which provides for the award of options and performance shares,
and the Supplemental Retirement Income Benefit Plan, which provides select
senior executives with supplemental benefits in addition to the benefits
they
are entitled to receive under our qualified retirement plans.
Under
Mr.
Hale's severance protection agreement, if Mr. Hale's employment is terminated
within 36 months following a change in control of Century either: (i) by
Century
for any reason other than cause or disability, or (ii) by Mr. Hale for good
reason, he will receive a lump sum payment equal to three times the aggregate
of
the highest base salary and the highest bonus received by Mr. Hale in any
of the
most recent five years. Also, upon a change in control, the exercisability
of
stock options and the vesting of performance shares held by Mr. Hale will
be
accelerated. The agreement also provides for additional payments to fully
offset
any excise taxes payable by Mr. Hale as a result of the payments and benefits
provided for under the agreement.
Effective
March 1, 2007, Century and Mr. Gates entered into a letter agreement providing
that Mr. Gates’ will continue as a Century employee through June 30, 2007, when
he will retire. Following his retirement date, Mr. Gates will serve as a
consultant to Century from July 1, 2007 through December 31, 2007 (the
“Consulting Term”). Mr. Gates will be paid a minimum of $70,000 during the
Consulting Term, which will compensate Mr. Gates for providing consulting
services for up to an aggregate of 35 days. Mr. Gates will be paid an additional
$2,000 for each day during the Consulting Term he provides consulting services
in excess of 35 days.
The
foregoing descriptions of the material terms of Mr. Hale's employment and
severance protection agreements, and Mr. Gates’ letter agreement, are qualified
by reference to the full text of such agreements, which will be included
as
exhibits to Century's Form 10-Q for the quarter ended March 31,
2007.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
| CENTURY ALUMINUM COMPANY | ||
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| Date: March 5, 2007 | By: | /s/ Robert R. Nielsen |
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Name:
Robert R. Nielsen
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Title:
Executive Vice President, General Counsel and
Secretary
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