EX-10.1
Published on
Sign-on RSU Grant: Your offer includes a special, one-time grant of RSUs (the “Sign-on Grant”) with a target grant date value of $2,000,000, subject to approval by the Board or an appropriate committee thereof, to be effective on the Effective Date. Fifty percent (50%) of the Sign-on Grant will generally vest on the first anniversary of the Effective Date, and the remaining fifty percent (50%) of the Sign-on Grant will generally vest on the second anniversary of the Effective Date. The Sign-on Grant will be subject to the terms of the applicable award agreement and the Plan.
Relocation: You will relocate your principal residence to within fifty (50) miles of the Company’s corporate office in Franklin, TN within 12 months after the Effective Date. You will be eligible to receive the benefits and reimbursements available to Company employees under the Kaiser Aluminum Transferred Employee Relocation Policy, including certain payments intended to compensate you for costs and expenses incurred in connection with the sale of your primary residence, if applicable. However, you will be permitted an extension of the expiration of the relocation benefits until you move your personal goods following the sale of your residence in Illinois. In addition, the Company will reimburse your reasonable costs of travel to and from your residence in Illinois to Franklin, TN prior to the relocation of your principal residence.
Benefits: You will be entitled to participate in all employee benefit plans or programs of the Company generally available to any of its senior level executive employees, subject to the terms of such programs as in effect from time to time.
Business Expense Reimbursements: While you are employed by the Company, the Company agrees to reimburse you for all reasonable and necessary business expenses incurred by you in connection with the performance of your duties and services to the Company, in accordance with the Company's policies in effect from time to time, and subject to the Company's requirements applicable generally with respect to reporting and documentation of such expenses. If any reimbursements provided by the Company pursuant to this offer letter would constitute deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, such reimbursements will be subject to the following rules: (i) the amounts to be reimbursed shall be determined pursuant to the terms of the applicable policy and shall be limited to your lifetime and the lifetime of your eligible dependents; (ii) the amounts eligible for reimbursement during any calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii) any reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iv) your right to a reimbursement is not subject to liquidation or exchange for cash or another benefit.
Vacation: You will accrue twenty-five (25) days of vacation per year.
Severance Plan: You will be eligible to participate in the Kaiser Aluminum Corporation Key Employee Severance Benefit Plan, as amended or amended and restated from time to time (the “Severance Plan”), subject to your execution of a Participation Notice in accordance with the terms of the Severance Plan. A copy of the Severance Plan, which has been amended to provide for newly enhanced severance benefits that will be applicable to you in your role as CEO and President, has been provided to you.
Tax Withholding: You are responsible for all federal, state, city or other taxes imposed on compensation and benefits provided pursuant to or otherwise related to your employment. The Company shall withhold from any amounts payable to you all federal, state, city or other taxes as the Company or its affiliates are required to withhold. The Company is not obligated to guarantee any particular tax result for you.
Conditions of Employment: This offer and your employment are contingent upon successful completion of the pre-employment process and your representation and warranty that you have full authority to enter into employment with the Company and are not subject to any contractual or other restriction or obligation (including any confidentiality, non-compete, or non-solicitation agreement with a prior employer) that
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