EX-10.3
Published on
Exhibit 10.3
KAISER ALUMINUM CORPORATION
Amendment
to
Awards Granted Prior to 2008
under the
2006 Equity and
Performance Incentive Plan
to
Awards Granted Prior to 2008
under the
2006 Equity and
Performance Incentive Plan
December 31, 2008
WHEREAS, the terms of each Award granted under the 2006 Equity and Performance Incentive Plan
(as amended and restated, the “Plan”) of Kaiser Aluminum Corporation (the “Company”) prior to 2008
(other than Awards granted to non-employee directors) and remaining in effect on the date hereof
(collectively, the “Applicable Awards”) provide the Company with the unqualified right to set off
certain amounts payable to the Company as a result of any Detrimental Activity by the applicable
Participant against any amounts that may be owing from time to time by the Company to such
Participant; and
WHEREAS, the Company desires to amend the Applicable Awards to qualify such right of set off
so that the Applicable Awards comply with Section 409A of the Code and are consistent with the
requirements for avoiding accelerated taxes and penalties under Section 409A of the Code; and
WHEREAS, under Section 19(g) of the Plan, the Compensation Committee of the Board of Directors
of the Company (the “Compensation Committee”) may so amend the terms of any Award granted under the
Plan without the consent of the applicable Participant so long as such amendment does not impair
the rights of such Participant; and
WHEREAS, the amendment of the Applicable Awards contemplated hereby does not impair the rights
of any Participant; and
WHEREAS, the Compensation Committee has approved the amendment of the Applicable Awards
contemplated hereby.
NOW, THEREFORE, the Evidence of Award for each of the Applicable Awards is hereby amended to
add the following sentence to the end of the section thereof captioned “Detrimental Activity”:
“Notwithstanding anything to the contrary in this Agreement, except
to the extent permitted by Treasury Regulation Section
1.409A-3(j)(4), the Company may not set off amounts payable to it
against any amounts that may be owing from time to time by the
Company or a Subsidiary to the Participant that are “deferred
compensation” within the meaning of Section 409A of the Code.”
Except as specifically amended hereby, the Evidence of Award for each of the Applicable Awards
shall continue in full force and effect. All capitalized terms used herein shall have the meanings
ascribed to them in the Plan unless specifically set forth otherwise herein.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed effective as of the
date first written above.
| KAISER ALUMINUM CORPORATION |
||||
| By: | /s/ John M. Donnan | |||
| Name: | John M. Donnan | |||
| Title: | Senior Vice President and General Counsel |
|||