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): November 19,
2008
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
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Compensatory Arrangements of Certain Officers.
(e)
Compensatory Arrangements of Certain Officers
Employment
Agreements
On
November 19, 2008, the Compensation Committee (the “Committee”) of our
Board of Directors (“Board”) approved
amendments to our employment agreements with Logan W. Kruger, President and
Chief Executive Officer; Michael A. Bless, Executive Vice President and Chief
Financial Officer; Wayne R. Hale, Executive Vice President and
Chief Operating Officer, and Robert R. Nielsen, Executive Vice President,
General Counsel and Secretary (the “Employment
Amendments”), to conform the employment agreements with Section 409A of
the Internal Revenue Code of 1986, as amended (“409A”), and to make
certain other administrative changes. The Employment Amendments,
among other 409A related changes, require that any amounts payable to each
officer by reason of his termination of employment that are determined to
constitute payments of “nonqualified deferred compensation,” as that term is
used for purposes of 409A, shall be payable, together with interest thereon, on
the first business day following the six-month anniversary of his termination of
employment (the “Six-Month
Deferment”).
Severance Protection
Agreements
On
November 19, 2008, the Committee approved amendments to the severance protection
agreements which cover our officers, including each of our named executive
officers (the “Severance
Amendments”), to conform the severance protection agreements with 409A
and to make certain other administrative changes. The Severance
Amendments, among other 409A related changes, provide for the Six-Month
Deferment and, for our officers that have employment agreements, require that
the executive receive any severance at the same time and in the same form as
required under the executive’s employment agreement in lieu of single lump sum
severance payments under certain circumstances. In addition, the
Severance Amendments modified the definition of “Change in Control” to remove a
restriction that excluded from the definition of “Voting Securities” any
securities purchased directly from Century and added a covenant on the part of
the executive to maintain the confidentiality of information the executive
received in the course of his employment. All other provisions of the
severance protection agreements remain substantially the same. With
the exception of the addition of interest payable on any deferred amount, none
of the changes will increase the aggregate payments to our officers under the
severance protection agreements.
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Supplemental Retirement
Income Benefit (SERB)
On
November 19, 2008, the Committee approved an amendment to our SERB, to conform
the SERB with 409A, and to conform the definition of “Change in Control” in the
SERB to the definition of “Change in Control” described above and contained in
the severance protection agreements. In addition, the SERB was
amended to provide that benefits under the SERB would commence at age 62 or, if
later, upon the termination of employment or disability.
The
foregoing descriptions of the Employment Amendments, Severance Amendments and
SERB amendments are qualified by reference to the full text of such amended
agreements, which will be included as exhibits to our Annual Report on Form 10-K
for the year-ended December 31, 2008.
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.
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CENTURY
ALUMINUM COMPANY
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Date:
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November
24, 2008
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By:
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/s/
William J. Leatherberry
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Name:
William J. Leatherberry
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Title: Vice
President, Assistant General Counsel and Assistant
Secretary
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