SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
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This Second Amendment to Employment Agreement is made and entered into
as of December 10, 1997, by and between Kaiser Aluminum Corporation ("KAC")
and Kaiser Aluminum & Chemical Corporation ("KACC"), which are collectively
referred to herein as the "Company", and George T. Haymaker, Jr., referred
to herein as "Haymaker". The Company and Haymaker are collectively
referred to herein as the "Parties".
WHEREAS, the Company and Haymaker entered into an Employment Agreement
on and as of April 1, 1993 (the "Agreement"); and
WHEREAS, the Parties entered into a First Amendment (the "First
Amendment") of said Agreement on and as of November 28, 1995, to clarify
and amend certain provisions of the Agreement; and
WHEREAS, the Parties wish to extend the Term of the Agreement
including the First Amendment and to amend certain other provisions to
recognize events during the passage of time since the First Amendment;
NOW, THEREFORE, the Parties do covenant and agree and amend the
Agreement, as amended by the First Amendment, as follows:
1. Section 2 of the Agreement is amended to read in full
as follows:
2. TERM AND STARTING DATE
This Agreement and its Amendments shall be binding and effective
from and after the date of its execution, April 1, 1993, and shall
continue, subject to earlier termination as hereinafter set forth,
until December 5, 1999, Haymaker's sixty-second birthday.
2. Section 3 of the First Amendment and the Agreement are
amended to read in full as follows:
3. SALARY AND BONUS
Until the last day of January, 1998, Haymaker will be paid a base
salary of $504,000. Effective February 1, 1998, Haymaker will be paid
a base salary of no less than $569,000. Haymaker is a continuing
participant in the Kaiser Executive Compensation Programs which went
into effect in 1995, 1996, and 1997, and will participate in future
approved Executive Compensation Programs going into effect in 1998 and
1999.
The Total Annual Incentive Target for Haymaker's participation in
the Executive Compensation Programs was set at $1,035,000 as of July
30, 1997, and will be increased to $1,315,000 at January 31, 1998, as
previously approved by the Compensation Committee. The Total Annual
Incentive Target includes both a Short Term Incentive Target for the
applicable year and the Long Term Incentive Target for a Performance
Period covering three years including the applicable year.
Haymaker's Short Term Incentive Target for 1997 is $311,000, and
his Long Term Incentive Targets for the years ending 1997, 1998, and
1999 are: $717,100; $818,500; and $850,000, respectively, such amounts
being equal to the Long Term Incentive Targets approved at the
beginning of each Long Term Incentive Performance Period adjusted for
the amounts and effective dates of subsequent increases approved by
the Compensation Committee.
Haymaker's Short Term Incentive Target for 1998 and 1999 will be
$387,900 and $395,000, giving effect to the levels previously approved
by the Compensation Committee, unless subsequently increased by the
Committee; and his Long Term Incentive Targets for the portions of the
three year Long Term Incentive Performance Periods ending in the years
2000 and 2001 in which he participates will be $914,600 and $920,000,
respectively, also giving effect to the amounts previously approved by
the Compensation Committee, unless subsequently increased by the
Committee.
3. Section 10(d) of the Agreement is amended to read in
full as follows:
d. By the Company Without Cause
This Agreement may also be terminated by the Company without
cause upon 30 days advance written notice to Haymaker. However, if
the Company terminates this Agreement without cause prior to the full
vesting of the SERB, the initial grant of options to Haymaker made in
accordance with this Employment Agreement shall fully vest and become
exercisable commencing at the time that the notice of termination is
provided to Haymaker. KACC shall also pay to Haymaker a severance
payment equal to two times the amount of Haymaker's base annual salary
at the time of the notice of termination.
IN WITNESS WHEREOF, the Parties have signed this Second Amendment to
Employment Agreement as of the date first above written.
Haymaker The Company
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Kaiser Aluminum Corporation
/s/ George T. Haymaker, Jr.
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George T. Haymaker, Jr. By /s/ E. Bruce Butler
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E. Bruce Butler
Vice President and General Counsel
Kaiser Aluminum & Chemical
Corporation
By: /s/ E. Bruce Butler
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E. Bruce Butler
Vice President and General Counsel