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KALU > SEC Filings for KALU > Form 8-K on 31-Dec-2008All Recent SEC Filings

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Form 8-K for KAISER ALUMINUM CORP


31-Dec-2008

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of December 31, 2008, the following compensatory arrangements previously entered into or adopted by Kaiser Aluminum Corporation (the "Company") or one of its subsidiaries were amended:
(1) Employment Agreement, dated as of July 6, 2006 (the "Hockema Employment Agreement"), with Jack A. Hockema, the Company's 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 Company's 2008 annual meeting of stockholders;

(3) agreements evidencing awards granted to Messrs. Hockema, Barneson, Donnan and Rinkenberger prior to 2008 under the Company's 2006 Equity and Performance Incentive Plan (the "Pre-2008 Equity Awards"); and

(4) the Kaiser Aluminum Fabricated Products Restoration Plan.

The amendments consist of various technical and clarifying changes intended to bring such arrangements into compliance with Section 409A of Internal Revenue Code of 1986, as amended (the "Code"), and to ensure that such arrangements meet the requirements for avoiding accelerated taxes and penalties under Section 409A of the Code.
The amendment to the Hockema Employment Agreement, a form of amendment to the Change in Control Severance Agreements, the amendment to the agreements evidencing the Pre-2008 Equity Awards and the amendment to the Restoration Plan are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit
Number     Description
 10.1      Amendment dated December 31, 2008 to the Employment Agreement between
           Jack A. Hockema and the Company.

 10.2      Form of Amendment to the Change in Control Severance Agreement with John
           Barneson, John M. Donnan, and Daniel J. Rinkenberger.

 10.3      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 Company's 2006 Equity and
           Performance Incentive Plan.

 10.4      Amendment to the Kaiser Aluminum Fabricated Products Restoration Plan.


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