Delaware
(State or Other Jurisdiction of Incorporation) |
0-52105
(Commission File Number) |
94-3030279
(I.R.S. Employer Identification No.) |
27422 Portola Parkway, Suite 350
Foothill Ranch, California (Address of Principal Executive Offices) |
92610-2831
(Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(1)
Employment Agreement, dated as of July 6, 2006 (the Hockema Employment
Agreement), with Jack A. Hockema, the Companys principal executive officer;
(2)
Change in Control Severance Agreements (the Change in Control Severance
Agreements) with John Barneson, John M. Donnan, and Daniel J. Rinkenberger, each of
whom was a named executive officer in the proxy statement relating to the Companys
2008 annual meeting of stockholders;
(3)
agreements evidencing awards granted to Messrs. Hockema, Barneson, Donnan and
Rinkenberger prior to 2008 under the Companys 2006 Equity and Performance Incentive
Plan (the Pre-2008 Equity Awards); and
(4)
the Kaiser Aluminum Fabricated Products Restoration Plan.
Item 9.01.
Financial Statements and Exhibits.
Exhibit
Number
Description
Amendment dated December 31, 2008 to the Employment Agreement between
Jack A. Hockema and the Company.
Form of Amendment to the Change in Control Severance Agreement with
John Barneson, John M. Donnan, and Daniel J. Rinkenberger.
Amendment dated December 31, 2008 to the agreements evidencing awards
granted to Messrs. Jack A. Hockema, John Barneson, John M. Donnan and
Daniel J. Rinkenberger prior to 2008 under the Companys 2006 Equity
and Performance Incentive Plan.
Amendment to the Kaiser Aluminum Fabricated Products Restoration Plan.
KAISER ALUMINUM CORPORATION
(Registrant)
By:
/s/ John M. Donnan
John M. Donnan
Senior Vice President, General Counsel and
Secretary
Exhibit No.
Description
Amendment dated December 31, 2008 to the Employment Agreement between
Jack A. Hockema and the Company.
Form of Amendment to the Change in Control Severance Agreement with
John Barneson, John M. Donnan, and Daniel J. Rinkenberger.
Amendment dated December 31, 2008 to the agreements evidencing awards
granted to Messrs. Jack A. Hockema, John Barneson, John M. Donnan and
Daniel J. Rinkenberger prior to 2008 under the Companys 2006 Equity
and Performance Incentive Plan.
Amendment to the Kaiser Aluminum Fabricated Products Restoration Plan.
KAISER ALUMINUM CORPORATION
|
||||
By | /s/ John M. Donnan | |||
Name: | John M. Donnan | |||
Title: |
Senior Vice President, Secretary and
General Counsel |
2
EXECUTIVE
|
||||
/s/ Jack A. Hockema | ||||
Jack A. Hockema | ||||
3
(d) | The Executive declines to sign and return a Release Agreement or revokes such Release Agreement within the time provided therein or for any other reason the Release Agreement has not been executed by the Executive, delivered to the Corporation and become effective and irrevocable in its entirety within the 60-day period following the Executives termination of employment; or |
2
KAISER ALUMINUM FABRICATED PRODUCTS, LLC
|
||||
By | ||||
Name: | ||||
Title: | ||||
EXECUTIVE
|
||||
Name: | ||||
3
KAISER ALUMINUM CORPORATION
|
||||
By: | /s/ John M. Donnan | |||
Name: | John M. Donnan | |||
Title: |
Senior Vice President and General
Counsel |
|||
(n) | Election Form . The document executed by an Eligible Employee pursuant to which the Eligible Employee elects a form of payment of his vested Account balance following his or her Separation from Service. |
(kk) | Separation from Service . Separation from Service means a separation from service within the meaning of Section 409A of the Code. |
KAISER ALUMINUM FABRICATED PRODUCTS, LLC
|
||||
By | /s/ John M. Donnan | |||
Name: | John M. Donnan | |||
Title: | Senior Vice President and General Counsel | |||
2