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): April 7, 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 Compensatory Arrangements of Certain Officers
Amended
and Restated Annual Incentive Plan
On April 7, 2008, the Compensation
Committee approved and Century’s Board of Directors adopted an Amended and
Restated Annual Incentive Plan (the “Annual Plan”) for its senior-level
employees who occupy key executive positions within Century or its
subsidiaries. A summary of certain key terms of the Annual Plan is
set forth below.
Annually, the Compensation Committee in
consultation with the Chief Executive Officer determines the list of
participants eligible to participate in the Annual Plan, the target award for
the year and the performance measures to be achieved during the
year. The target award is a percentage of the participant’s annual
salary. The performance goals to be achieved are based on operating,
strategic, individual and other measures which the Compensation Committee
determines to be of material importance to the growth and profitability of
Century.
The Compensation Committee in
consultation with the Chief Executive Officer determines in the first quarter of
the year following each plan period, Century’s performance against the
pre-determined goals established by the Compensation Committee the preceding
year. The amount of the target award paid to each recipient will be
based on the achievement of Annual Plan goals at the threshold, target or
outstanding level. The achievement level determines the percentage
used in calculating the amount of award to be paid to each
participant. Awards are paid in cash, unless the Compensation
Committee, in its discretion, determines that payment in shares of Century’s
common stock would be more prudent.
The preceding summary of the Annual
Plan is qualified in its entirety by reference to the full text of the Annual
Plan which is attached hereto as Exhibit 10.1 and incorporated by reference
herein.
Long-Term
Incentive Plan
On April 7, 2008, the Compensation
Committee approved and Century’s Board of Directors also adopted a Long-Term
Incentive Plan (“Long-Term Plan”) to replace the Implementation Guidelines for
Performance Share Awards under the Amended and Restated 1996 Stock Incentive
Plan (“1996 Plan”) for performance share awards granted in 2008 and
thereafter. The Long-Term Plan was established to advance Century’s
interests by giving its senior-level employees who occupy key executive
positions, the opportunity to earn long-term incentive awards and to acquire a
proprietary interest in Century through the achievement of performance
goals. A summary of certain key terms of the Long-Term Plan is set
forth below.
The Long-Term Plan consists of
overlapping periods of three consecutive calendar years each (the “Plan
Period”). On or before March 30 of the first calendar year of each
Plan Period, the Compensation Committee in consultation with the Chief Executive
Officer determines the participants eligible to participate in the Long-Term
Plan. Awards under the Long-Term Plan will have two
components: one half of the award consists of time-vesting
performance share units to be settled in shares of Century’s common stock issued
under the Company’s Amended and Restated 1996 Stock Incentive Plan and the other
half consists of performance units to be settled in cash based on the
achievement of individual and company goals during the Plan Period.
Time-vesting performance share units
are granted to the participant at the beginning of the Plan Period when the
Long-Term Plan award is made. The number of time-vesting performance
share units granted is based on half of the participant’s Long-Term Plan award
divided by the average closing price of the Company’s common stock for the 60
trading days immediately preceding the date of the
award. Time-vesting performance share units vest in full on the last
day of the Plan Period.
At the beginning of each Plan Period,
the Compensation Committee in consultation with the Chief Executive Officer
establishes the Target Award for each participant and the goals to achieve
during the Plan Period. Goals consist of performance measures that
include strategic objectives, free cash flow from operations, relative total
shareholder return as measured against Century’s peer group and such other
objectives which the Compensation Committee considers to be of material
importance in the growth and profitability of Century. At the
conclusion of the Plan Period, the Compensation Committee in consultation with
the Chief Executive Officer reviews the performance measures achieved during the
Plan Period and determines whether these goals were achieved at either the
threshold, target or outstanding level. The achievement level
determines the amount of performance units earned by each participant during the
Plan Period. Each performance unit is paid in cash at a rate of $1.00
per each earned performance unit.
The preceding summary of the Long-Term
Incentive Plan is qualified in its entirety by reference to the full text of the
Long-Term Plan, form of time-vesting performance share unit agreement and form
of performance unit award agreement which are attached hereto as
Exhibits 10.2, 10.3 and 10.4 respectively, and are incorporated by reference
herein.
Item
8.01 Other Events
Board
of Director Fees
At its meeting on April 7, 2008, the
Compensation Committee (“Compensation Committee”) of Century’s Board of
Directors (the “Board”) determined the compensation to be paid to each
non-employee director for his service as a director of
Century. Directors who are employees of Century are not compensated
for their services on the Board.
Effective
January 1, 2008, each non-employee director receives an annual retainer of
$45,000, except the Chairman of Century’s Board of Directors who receives
$110,000. At each director’s election, the annual compensation may be
paid in cash or in time-based performance shares. Annually, each
director also receives time-based performance shares valued at $75,000 which may
be deferred, at the director’s election, until his termination from
service. These annual time-based performance shares are calculated
based on the average closing price of Century’s common stock for the 60 trading
days preceding the grant date. The Chairmen of the Audit and
Compensation Committees each receive an additional $10,000 annual fee and the
Chairmen of the Governance and Nominating, and Health, Safety and Sustainability
Committees each receive an additional $5,000 annual fee. If a Lead
Director is appointed to the Board, the Lead Director will receive an additional
annual fee of $25,000 payable at his election, either in cash or time-based
performance shares. Each non-employee director also receives an
additional $2,000 for each Board or Board Committee meeting
attended. The Chairman of the Audit Committee receives an additional
$1,000 per Audit Committee Meeting attended. All directors are
reimbursed for their travel and other expenses incurred in attending Board and
Board Committee meetings.
All newly
elected directors to the Board after January 1, 2008, receive a one-time grant
of 1,000 time-based performance shares which vest in two installments, half on
the one year anniversary of the date the director joined the Board and half on
the second anniversary of that date.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being
furnished with this report pursuant to Item 5.02:
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Exhibit Number
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Description
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10.1
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Amended
and Restated Annual Incentive Plan
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10.2
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Long-Term
Incentive Plan
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| 10.3 | Form of Long-Term Incentive Plan (Time-Vesting Performance Share Unit Award Agreement) |
| 10.4 | Form of Long-Term Incentive Plan (Performance Unit Award Agreement) |
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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April 11, 2008 |
By:
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/s/ William J. Leatherberry
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Name:
William J. Leatherberry
Title: Vice
President, Assistant General Counsel and Assistant
Secretary
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