8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): March 7, 2014 (March 5, 2014)

KAISER ALUMINUM CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware		0-52105	94-3030279
(State or Other Jurisdiction		(Commission	(I.R.S. Employer
of Incorporation)		File Number)	Identification No.)
	27422 Portola Parkway, Suite 200
	Foothill Ranch, California		92610-2831
	(Address of Principal Executive Offices)		(Zip Code)

(949) 614-1740

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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 with Certain Officers.

2014 Base Salary

On March 5, 2014, the compensation committee (the “Compensation Committee”) of the board of directors of Kaiser Aluminum Corporation (the “Company”) approved the annual base compensation of the Company's executive officers, effective April 1, 2014. The table below sets forth the annual base compensation of the executive officers of the Company identified below (the “Named Executive Officers”) for 2014 and 2013.

Name and Position	Year	Base Salary
Jack A. Hockema	2014	$856,000
President, Chief Executive Officer and Chairman of the Board	2013	$856,000
Daniel J. Rinkenberger	2014	$424,400
Senior Vice President and Chief Executive Officer	2013	$412,000
John M. Donnan	2014	$397,800
Executive Vice President - Legal, Compliance and Human Resources	2013	$386,300
Peter Bunin	2014	$397,800
Senior Vice President - Operations	2013	$386,300
Keith A. Harvey	2014	$395,000
Senior Vice President - Sales & Marketing, Aerospace & General Engineering	2013	$380,000

2014 Incentive Compensation

On March 5, 2014, the Compensation Committee also approved a short-term incentive plan for 2014 (the “2014 STI Plan”) and a long-term incentive program for the 2014 through 2016 performance period (the “2014 - 2016 LTI Plan”). The structure, terms and objectives of the 2014 STI Plan and 2014 - 2016 LTI Plan are described in more detail below.

2014 STI Plan

The structure, terms and objectives of the 2014 STI Plan are generally consistent with the structure, terms and objectives of the short-term incentive plan approved by the Compensation Committee in 2013 with the primary differences being the addition of performance modifiers for quality, delivery and cost. The performance objectives under the 2014 STI Plan are consistent with the performance objectives of short-term incentive plans approved by the Compensation Committee in prior years utilizing an economic value added ("EVA") calculation reflecting the adjusted pre-tax operating income of the Company's core Fabricated Products business less a capital charge calculated as a percentage of its adjusted net assets. Consistent with short-term incentive plans approved by the Compensation Committee in prior years, the 2014 STI Plan includes a modifier for safety and permits, subject to the maximum payout opportunity described below, adjustments to individual awards based on actual performance, including individual, facility, and/or functional area performance.

Also consistent with short-term incentive plans approved by the Compensation Committee in prior years, the 2014 STI Plan provides for (1) a threshold performance level below which no payout is made, a target performance level at which the target award is available and a performance level at or above which the maximum payout is available, and (2) minimum and maximum payout opportunities ranging from zero up to three times the target payout amount. The table below sets forth the estimated future payouts that can be earned by each of the Named Executive Officers under the 2014 STI Plan below the threshold performance level and at the threshold, target and maximum performance levels.

Name	Below Threshold	Threshold		Target		Maximum
Jack A. Hockema	$0	$	293,000	$	586,000	$	1,758,000
Daniel J. Rinkenberger	$0	$	140,550	$	281,100	$	843,300
John M. Donnan	$0	$	132,600	$	265,200	$	795,600
Peter Bunin	$0	$	132,600	$	265,200	$	795,600
Keith A. Harvey	$0	$	130,000	$	260,000	$	780,000

The preceding description of the 2014 STI Plan is qualified in its entirety by the Kaiser Aluminum Fabricated Products 2014 Short-Term Incentive Plan for Key Managers Summary, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

2014 - 2016 LTI Plan

Consistent with long-term incentive plans approved by the Compensation Committee in prior years, the 2014 - 2016 LTI Plan utilizes both restricted and performance shares. The terms of the 2014 - 2016 LTI Plan are substantially similar to terms of the long-term incentive plans approved by the Compensation Committee in prior years with the primary exception being the transition of the underlying performance objectives for the performance shares from an EVA calculation to total shareholder return ("TSR") over the 2014 through 2016 performance period relative to a specified group of companies (the "Peer Group") within the S&P 600 Small Cap Materials Sector. Under the 2014 - 2016 LTI Plan, each participant receives (1) a fixed number of shares of time-vested restricted stock, and (2) a fixed number of performance shares that vest, if at all, based on the Company's TSR relative to the Peer Group over the performance period. The restricted shares issued to members of senior management, including the Named Executive Officers, subject to certain limited exceptions, vest on March 5, 2017. The 2014 - 2016 LTI Plan provides for minimum and maximum vesting opportunities ranging from zero up to two times the target number of performance shares depending upon the Company's TSR percentile ranking over the three-year performance period relative to the Peer Group. Each performance share that becomes earned and vested entitles the participant to receive one share of the Company's common stock.

On March 5, 2014, the Compensation Committee approved the following grants of restricted stock and performance shares, effective as of March 5, 2014, to the Named Executive Officers pursuant to the terms of the 2014 - 2016 LTI Plan:

Name	Number of Shares of Restricted Stock (1)	Number of Performance Shares (2)
Jack A. Hockema	11,493	48,803
Daniel J. Rinkenberger	5,011	11,970
John M. Donnan	4,358	10,410
Peter Bunin	4,358	10,410
Keith A. Harvey	4,231	10,105

_______________

(1) The restrictions on 100% of the shares of restricted stock granted will lapse on March 5, 2017 or earlier if the Named Executive Officer's employment terminates as a result of death or disability, the Named Executive Officer's employment is terminated by the Company without cause, the Named Executive Officer's employment is voluntarily terminated by him for good reason or in the event of a change in control of the Company.

(2)    The table below sets forth the number of performance shares that will become vested for each of the Named Executive Officers under the 2014 - 2016 LTI Plan below the threshold performance level and at the threshold, target and maximum performance levels:

Name	Below Threshold	Threshold	Target	Maximum
Jack A. Hockema	0	12,200	24,401	48,803
Daniel J. Rinkenberger	0	2,992	5,985	11,970
John M. Donnan	0	2,602	5,205	10,410
Peter Bunin	0	2,602	5,205	10,410
Keith A. Harvey	0	2,526	5,052	10,105

_______________

The number of performance shares, if any, that are earned will be determined based on the relative TSR achieved during the three-year performance period and will vest on the later to occur of March 5, 2017 and the date on which the Compensation Committee approves the Company's relative TSR achieved during the three-year performance period. Notwithstanding the foregoing, the target number of performance shares will be earned and immediately vest if prior to December 31, 2016 the Named Executive Officer's employment terminates as a result of death or disability, and if there is a change in control of the Company before December 31, 2016, the number of performance shares, if any, that are earned will be determined based on the relative TSR achieved during the performance period through the date of such change in control and will immediately vest on such date. However, if the Named Executive Officer's employment is terminated by the Company without cause or is voluntarily terminated by the Named Executive Officer for good reason or on or after normal retirement at age 65 or older, the number of performance shares, if any, that are earned will be determined based on the actual relative TSR achieved during the performance period and will vest as described above.

The grants of restricted stock and performance shares were made pursuant to the Company's Amended and Restated 2006 Equity and Performance Incentive Plan (the “Equity Plan”). A copy of the Equity Plan is filed as Exhibit 10.7 to the Quarterly Report on Form 10-Q, filed by the Company on April 24, 2013. The form of Restricted Stock Award Agreement used to evidence the grants of restricted stock made to the Company's executive officers under the 2014 - 2016 LTI Plan and the form of Performance Shares Award Agreement used to evidence the grants of performance shares made to the Company's executive officers under the 2014 - 2016 LTI Plan are attached hereto as Exhibits 10.2 and 10.3, respectively, and incorporated herein by reference. A summary of the performance objectives for determining the number of performance shares earned under the 2014 - 2016 LTI Plan is attached hereto as Exhibit 10.4 and incorporated herein by reference.

Amended Employment Agreement with Jack A. Hockema

On March 5, 2014, the Company and Mr. Hockema amended and restated his employment agreement (the “Amended Agreement”) to (i) extend the term from July 6, 2015 through December 31, 2016 and (ii) modify the calculation of any pro-rated payment of his annual short-term incentive compensation upon the termination of his employment prior to the last day of the applicable fiscal year so that such calculation is based on actual, rather than target, performance.     

The preceding description of the Amended Agreement is qualified in its entirety by the Amended Agreement, which is filed as Exhibit 10.5 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

	(d)	Exhibits.
Exhibit
Number			Description
10.1			Kaiser Aluminum Fabricated Products 2014 Short-Term Incentive Plan For Key Managers Summary.
10.2			2014 Form of Executive Officer Restricted Stock Award Agreement.
10.3			2014 Form of Executive Officer Performance Shares Award Agreement.
10.4			Kaiser Aluminum Corporation 2014 - 2016 Long-Term Incentive Plan Management Objectives and Formula for Determining Performance Shares Earned Summary.
10.5			Employment Agreement, dated as of March 5, 2014, between the Company and Jack A. Hockema.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KAISER ALUMINUM CORPORATION (Registrant)
By:	/s/ Cherrie I. Tsai
	Cherrie I. Tsai Assistant General Counsel and Corporate Secretary

Date: March 7, 2014

EX-10.1

Exhibit 10.1

Kaiser Aluminum

2014 Short-Term Incentive Plan for Key Managers

This is a summary of the Kaiser Aluminum short-term incentive program (“STIP”) effective January 1, 2014. The STIP performance period is the 2014 calendar year. The 2014 STIP rewards participants for performance based on adjusted pre-tax operating income in excess of a capital charge calculated as a percentage of net assets and expressed in adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) with modifiers for safety, quality, delivery and cost performance, with the possibility of adjustments to individual awards based on actual performance, including individual, facility, and/or functional.

Purpose of the 2014 Kaiser Aluminum STIP

1.    Focus attention on value creation within Fabricated Products, our core business segment, and Corporate.

2.    Reward the achievement of aggressive performance goals.

3.    Provide incentive opportunities that are consistent with competitive market.

4.    Link incentive pay to performance as well as our success and ability to pay.

STIP Philosophy

Compensation should (i) reward management for value creation, the safe and efficient operation of our business and customer satisfaction, (ii) stand the test of time to provide continuity in compensation philosophy, (iii) recognize the cyclical nature of our business, and (iv) provide a retention incentive. In order to achieve success, participants must continue to seek out and find ways to create value, operate safely and efficiently and provide customer satisfaction.

Primary Performance Measures

The performance goals will be based on Adjusted EBITDA, as reflected in the Company’s Reconciliations of Non-GAAP Measures - Consolidated, as reported in the Company’s earnings materials with threshold, target and maximum performance levels determined utilizing an economic value added calculation reflecting the adjusted pre-tax operating income of the Company’s core Fabricated Products Business less a capital charge calculated as a percentage of its adjusted net assets.

• Safety performance will be measured by Total Case Incident Rate (TCIR).

• Quality performance will be measured by the no fault claim rate.

• Delivery performance will be measured by the on-time delivery rate.

• Cost performance will be measured by the Company’s manufacturing cost compared to the manufacturing cost for 2010.

Metrics

There is no payout if the Adjusted EBITDA (a) is less than the threshold amount or (b) the Company does not have positive adjusted Net Income as reflected in the Company’s Reconciliations of Non-GAAP Measures - Consolidated, as reported in the Company’s earnings materials

• The Award Multiplier (subject to safety, quality, delivery, cost and individual modifiers) is:

• 0.5x at threshold

• 1.0x at target

• 3.0x at or above the maximum

• Payouts between threshold and 1.0x will be linearly interpolated. Payouts between 1.0x and 3.0x will be linearly interpolated

• Maximum Award Multiplier is 3.0x

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Target Incentive

• A monetary target incentive amount for each participant is established for the STIP based on the competitive market, internal compensation balance and position responsibilities.

• Participants’ monetary incentive targets are set at the beginning of the STIP performance period.

• The participant’s monetary incentive target amount represents the incentive opportunity when the Adjusted EBITDA, safety, quality, delivery and cost performance goals are met.

How The Award Multiplier Is Determined

• At the end of the year Adjusted EBITDA will be determined and used to calculate the Award Multiplier.

• The Award Multiplier is adjusted within a range as follows:

• ±10% based upon TCIR

• ±10% based upon no fault claim rate

• ±10% based upon on-time delivery rate

• ±20% based on manufacturing cost for executive officers and ±10% based on manufacturing cost for all other participants

• Individual participant awards are modified to reflect any adjustments permitted by the STIP and subject to a maximum final Award Multiplier of 3.0 times target.

STIP Award

Each participant’s base award is determined as the vested monetary incentive target times the Award Multiplier modified to reflect any adjustments permitted by the STIP.

• Individual payouts from may be adjusted up or down 100% based on actual performance, including individual, facility, and/or functional area.

• Adjustments to awards for senior executives and managers, including our CEO and named executive officers, require approval by the Compensation Committee. All other adjustments require the approval of our CEO.

Form and Timing of Payment

• STIP awards are paid, at the Company’s election, in cash, non-restricted shares of the Company’s common stock or a combination of cash and non-restricted shares no later than March 15 following the end of the year.

• Except as set forth in this STIP, Awards are conditioned on employment on date of payment.

Detrimental Activity

• If a participant, either during employment by the Company or any affiliate or within one year after termination of such employment (or, if termination of such employment results from retirement at or after age 65, within the period ending one year after the date the Company paid the STIP award to the participant), shall engage in any Detrimental Activity (as defined below), and the Compensation Committee shall so find, forthwith upon notice of such finding, the participant shall forfeit to the Company any payment received under this STIP.

• To the extent that such amounts are not paid to the Company, the Company may, to the extent permitted by law, set off the amounts so payable to it against any amounts that may be owing from time to time by the Company or any affiliate to the participant, whether as wages or vacation pay or in the form of any other benefit or for any other reason; provided, however, that, except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code.

• “Detrimental Activity” means any conduct or act determined by the Committee to be injurious, detrimental or prejudicial to any significant interest of the Company or any affiliate, including, without limitation, any one or more of the following types of activity:

◦ Conduct resulting in an accounting restatement due to material noncompliance with any financial reporting requirement under the U.S. federal securities laws.

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◦ Engaging in any activity, as an employee, principal, agent, or consultant for another entity that competes with the Company in any actual, researched, or prospective product, service, system, or business activity for which the Participant has had any direct responsibility during the last two years of his or her employment with the Company or an affiliate, in any territory in which the Company or an affiliate manufactures, sells, markets, services, or installs such product, service, or system, or engages in such business activity.

◦ Soliciting any employee of the Company or an affiliate to terminate his or her employment with the Company or an affiliate.

◦ The disclosure to anyone outside the Company or an affiliate, or the use in other than the Company’s or an affiliate's business, without prior written authorization from the Company, of any confidential, proprietary or trade secret information or material relating to the business of the Company and its subsidiaries acquired by the participant during his or her employment with the Company or its subsidiaries or while acting as a consultant for the Company or its subsidiaries.

◦ The failure or refusal to disclose promptly and to assign to the Company upon request all right, title and interest in any invention or idea, patentable or not, made or conceived by the participant during employment by the Company or any affiliate, relating in any manner to the actual or anticipated business, research or development work of the Company or any affiliate or the failure or refusal to do anything reasonably necessary to enable the Company or any affiliate to secure a patent where appropriate in the U.S. and in other countries.

◦ Activity that results in termination for Cause (as defined below).

• “Cause” means (i) the participant’s engaging in fraud, embezzlement, gross misconduct or any act of gross dishonesty with respect to the Company or its affiliates, (ii) the participant’s habitual drug or alcohol use which impairs the ability of the participant to perform his duties with the Company or its affiliates, (iii) the participant’s indictment with respect to, conviction of, or plea of guilty or no contest to, any felony, or other comparable crime under applicable local law (except, in any event, for motor vehicle violations not involving personal injuries to third parties or driving while intoxicated), or the participant’s incarceration with respect to any of the foregoing that, in each case, impairs the participant’s ability to continue to perform his duties with the Company and its affiliates, or (iv) the participant’s material breach of any written employment agreement or other agreement between the Company and the participant, or of the Company’s Code of Business Conduct, or failure by the participant to substantially perform his or her duties for the Company which remains uncorrected or reoccurs after written notice has been delivered to the participant demanding substantial performance and the participant has had a reasonable opportunity to correct such breach or failure to perform.

Other Administrative Provisions

• The STIP will be reviewed annually.

• Annual incentive awards paid from the STIP count as additional compensation for purposes of the Company’s Defined Contribution and Restoration Plans but not for other Company benefits.

• All applicable federal, state, local and FICA taxes will be withheld from all incentive award payments.

• Retirement or termination: If participant dies, or retires at or after age 65, or becomes disabled, the participant’s award shall be determined based on the Company’s actual performance and prorated for the actual number of days of the participant’s employment during 2014.

• Leave of absence participants earn a prorated award based on the number of months of active employment.

• Beneficiary designation: In the event of death the deceased participant’s designated beneficiary will receive any payments due under the STIP. If there is no designated beneficiary on file with Human Resources, any amounts due will be paid to the surviving spouse or, if no surviving spouse, to the participant’s estate.

• Non transferability: No amounts earned under the STIP may be sold, transferred, pledged or assigned, other than by will or the laws of descent and distribution until the termination of the applicable performance period. All rights to benefits under the STIP are exercisable only by the participant or, in the case of death, by the participant’s beneficiary.

• The STIP may be modified, amended or terminated by the Compensation Committee at any time. If the plan is terminated, modified or amended, then future payments from the STIP are governed by such modifications or amendments. If terminated, then a prorated award will be determined based on number of months up to termination, and paid before March 15 following the end of the year.

• The STIP constitutes no right to continued employment.

• The Chairman and CEO, with oversight from the Compensation Committee, has the discretionary authority to interpret the terms of the plan and his decisions shall be final, binding and conclusive on all persons affected.

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EX-10.2

Exhibit 10.2

Kaiser Aluminum Corporation

You have been selected to receive a grant of Restricted Stock pursuant to the Kaiser Aluminum Corporation Amended and Restated 2006 Equity and Performance Incentive Plan (the “Plan”), as specified below:

Participant:

Global ID:

Award Type: Restricted Stock Award

Plan Name: 2014 Restricted Stock Award - Tier I

Award Date:

Expiration Date: N/A

Total Granted:

Award Price: $0.0000 (USD)

Vesting Schedule

Shares/Options Awarded Vest Date

Attached to this electronic cover page is a copy of the Restricted Stock Award Agreement, which, together with this electronic cover page and the Plan, sets forth the terms and conditions governing this grant of Restricted Stock.

Separately, you have been provided copies of the Plan, the Company’s most recent prospectus describing the Plan and the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, which contains the Company’s most recent audited financial statements.

Please acknowledge your receipt and acceptance of this grant of Restricted Stock on the terms and conditions set forth in this electronic cover page, the attached Restricted Stock Award Agreement and the Plan (including your obligations thereunder) by clicking on “I Accept” below. Please respond no later than __________, 2014.

Kaiser Aluminum Corporation

Amended and Restated 2006 Equity

and Performance Incentive Plan

Restricted Stock Award Agreement

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), effective as of the Date of Grant (referred to as “Award Date” on the electronic cover page), represents the grant of Restricted Stock by Kaiser Aluminum Corporation, a Delaware corporation (the “Company”), to the Participant pursuant to the provisions of the Kaiser Aluminum Corporation Amended and Restated 2006 Equity and Performance Incentive Plan (the “Plan”).

The Date of Grant of the shares of Restricted Stock granted hereunder, the number of shares of Restricted Stock granted hereunder and the date on which the restrictions on shares of Restricted Stock granted hereunder lapse are specified on the electronic cover page to which this Agreement is attached. Such electronic cover page is incorporated herein by reference.

This Agreement, the electronic cover page to which this Agreement is attached and the Plan collectively provide a complete description of the terms and conditions governing the Restricted Stock granted hereunder. If there is any inconsistency between the terms of this Agreement or the electronic cover page to which it is attached, on the one hand, and the terms of the Plan, on the other hand, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement or the electronic cover page to which it is attached. All capitalized terms shall have the meanings ascribed to them in the Plan unless specifically set forth otherwise herein.

1.Employment with the Company. Except as may otherwise be provided in Sections 5 or 6 of this Agreement, shares of Restricted Stock granted hereunder are granted on the condition that the Participant remains an Employee of the Company from the Date of Grant through (and including) the date(s) on which restrictions lapse (referred to as “Vest Date” on the electronic cover page) set forth opposite such shares of Restricted Stock in the table on the electronic cover page to which this Agreement is attached (such applicable periods each being referred to herein as a “Period of Restriction”).

This grant of Restricted Stock shall not confer any right to the Participant (or any other Participant) to be granted Restricted Stock or other Awards in the future under the Plan.

2.Certificate Legend. Each certificate representing, or book-entry account credited with, shares of Restricted Stock granted hereunder shall bear the following legend:

“The sale or other transfer of the shares of common stock represented hereby, whether voluntary, involuntary or by operation of law, is subject to certain restrictions on transfer as set forth in the Kaiser Aluminum Corporation Amended and Restated 2006 Equity and Performance Incentive Plan (the “Plan”), and in the associated Restricted Stock Award Agreement. A copy of the Plan and such Restricted Stock Award Agreement may be obtained from Kaiser Aluminum Corporation.”

3.Receipt and Delivery of Stock; Removal of Restrictions.

a. The Company shall not be required to deliver to the Participant a certificate or certificates representing the shares of Restricted Stock granted hereunder registered in the Participant’s name and bearing a legend evidencing the restrictions imposed on such shares of Restricted Stock by this Agreement; rather, the Company shall retain custody of such certificate or certificates until the restrictions imposed by this Agreement on the shares of Restricted Stock granted hereunder lapse as provided herein or until such shares are forfeited to the Company as provided herein. Alternatively, the shares of Restricted Stock granted hereunder may be credited to a book-entry account in the Participant's name, with instructions from the Company to the Company’s transfer agent that such shares shall remain restricted until the restrictions imposed by this Agreement on such shares lapse as provided herein or until such shares are forfeited to the Company as provided herein. The Participant will be obligated, from time to time as requested by the Company, to provide the Company with a duly signed stock power in such form as may be requested by the Company.

b. Except as may otherwise be provided herein and in the Plan, the shares of Restricted Stock granted hereunder shall become freely transferable by the Participant on the dates and in the numbers set forth under

the “Vesting Schedule” on the electronic cover page to which this Agreement is attached subject to all restrictions on transfers imposed by the Company’s certificate of incorporation, bylaws or insider trading policies as in effect from time to time or by applicable federal or state securities laws. Once shares of Restricted Stock granted hereunder are no longer subject to any restrictions on transfer under this Agreement or the Plan, the Participant shall be entitled to have the legend required by Section 2 of this Agreement removed from the applicable certificates or book-entry account.

4.Voting Rights and Dividends. During a Period of Restriction, the Participant may exercise full voting rights and shall receive all dividends and other distributions paid with respect to the shares of Restricted Stock granted hereunder and held by the Participant at the relevant time; provided, however, that if any such dividends or distributions are paid in shares of the Company’s capital stock, such shares shall be subject to the same restrictions on transferability, risk of forfeiture and rights of the Company (including under this Section 4) as are the shares of Restricted Stock with respect to which they were paid. In the event (a) the Participant ceases to be an Employee of the Company during a Period of Restriction and forfeits any shares of Restricted Stock pursuant to Section 5(e) of this Agreement or (b) the Participant forfeits any shares of Restricted Stock pursuant to Section 7 or 8 of this Agreement, the Company shall have the right to demand that all or any portion of dividends or distributions received by the Participant in respect of such forfeited shares of Restricted Stock and not paid in shares of the Company’s capital stock be repaid to the Company. Furthermore, the Company may, to the extent permitted by law, set off the amounts payable to it as a result of any such demand against any amounts that may be owing from time to time by the Company or any Subsidiary to the Participant, whether as wages or vacation pay or in the form of any other benefit or for any other reason; provided, however, that, except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred compensation” within the meaning of Section 409A of the Code.

5.Termination of Employment.

(a) By Death. In the event the Participant ceases to be an Employee of the Company by reason of death during a Period of Restriction, all shares of Restricted Stock granted hereunder and held by the Participant at the time of death shall no longer be subject to the Period of Restriction and shall become freely transferable (subject, however, to all restrictions on transfer imposed by the Company’s certificate of incorporation or bylaws or by applicable federal or state securities laws) by such Person or Persons that have been named as the Participant’s beneficiary as contemplated by Section 9 of this Agreement or by such Person or Persons that have acquired the Participant’s rights to such shares of Restricted Stock by will or the laws of descent and distribution. Once shares of Restricted Stock granted hereunder are no longer subject to any restrictions on transfer under this Agreement or the Plan, the Person or Persons holding such shares shall be entitled to have the legend required by Section 2 of this Agreement removed from the applicable stock certificates or book-entry account.

(b) By Disability. In the event the Participant ceases to be an Employee of the Company by reason of Disability (as defined in this Section 5(b)) during a Period of Restriction, all shares of Restricted Stock granted hereunder and held by the Participant at the time of employment termination shall no longer be subject to the Period of Restriction and shall become freely transferable (subject, however, to all restrictions on transfer imposed by the Company’s certificate of incorporation or bylaws or by applicable federal or state securities laws) by the Participant. Once shares of Restricted Stock granted hereunder are no longer subject to any restrictions on transfer under this Agreement or the Plan, the Person or Persons holding such shares shall be entitled to have the legend required by Section 2 of this Agreement removed from the applicable stock certificates or book-entry account.

“Disability” shall be defined as a total and permanent disability as a result of bodily injury, disease or mental disorder which results in the Participant’s entitlement to long-term disability benefits under the Kaiser Aluminum Self-Insured Welfare Plan or the Kaiser Aluminum Salaried Employees Retirement Plan.

(c) Involuntary Termination Other Than For Cause or Detrimental Activity; Termination For Good Reason. In the event the Participant ceases to be an Employee of the Company during a Period of Restriction because either (i) the Company or any of its Subsidiaries terminates such employment for any reason other than for Cause or other Detrimental Activity or (ii) the Participant terminates his or her employment for Good Reason, all shares of Restricted Stock granted hereunder and held by the Participant at the time of such employment termination shall no longer be subject to the Period of Restriction and shall become freely transferable (subject, however, to all restrictions on transfer imposed by the Company’s certificate of incorporation or bylaws or by applicable federal or state securities laws) by the Participant. Once shares of Restricted Stock granted hereunder are no longer subject to any restrictions on transfer under

this Agreement or the Plan, the Person or Persons holding such shares shall be entitled to have the legend required by Section 2 of this Agreement removed from the applicable stock certificates or book-entry account.

(d) Retirement. In the event the Participant ceases to be an Employee of the Company as a result of retirement at or after age 65 during a Period of Restriction, all shares of Restricted Stock granted hereunder and held by the Participant at the time of such retirement shall, subject to the forfeiture provisions contained in Sections 7 and 8 of this Agreement, become freely transferable (subject, however, to all restrictions on transfer imposed by the Company’s certificate of incorporation or bylaws or by applicable federal or state securities laws) by the Participant on the dates and in the number of shares set forth under the “Vesting Schedule” on the electronic cover page to which this Agreement is attached as more fully described in Section 3(b) of this Agreement; provided, however, that in the event of the Participant’s death following such retirement, all shares of Restricted Stock granted hereunder and held by the Participant at the time of death shall no longer be subject to the Period of Restriction and shall become freely transferable (subject, however, to all restrictions on transfer imposed by the Company’s certificate of incorporation or bylaws or by applicable federal or state securities laws) by such Person or Persons that have been named as the Participant’s beneficiary as contemplated by Section 9 of this Agreement or by such Person or Persons that have acquired the Participant’s rights to such shares of Restricted Stock by will or the laws of descent and distribution. Once shares of Restricted Stock granted hereunder are no longer subject to any restrictions on transfer under this Agreement or the Plan, the Person or Persons holding such shares shall be entitled to have the legend required by Section 2 of this Agreement removed from the applicable stock certificates or book-entry account.

(e) For Other Reasons. In the event the Participant ceases to be an Employee of the Company for any reason other than the reasons set forth in Section 5(a), 5(b), 5(c) or 5(d) of this Agreement during a Period of Restriction, all shares of Restricted Stock granted hereunder and held by the Participant at the time of employment termination shall be forfeited by the Participant to the Company. The Company shall have the right, at the sole discretion of the Committee, to vest all or any portion of the Restricted Stock grant held by the Participant that would otherwise be forfeited.

6.Change in Control. Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control of the Company during a Period of Restriction and while the Participant continues to be an Employee of the Company (unless the Participant has ceased to be an Employee of the Company as a result of retirement at or after age 65 as contemplated by Section 5(d) of this Agreement), the Period of Restriction shall immediately lapse, with all shares of Restricted Stock granted hereunder and held by the Participant at the time of such Change in Control of the Company no longer being subject to any Period of Restriction and becoming freely transferable (subject to restrictions on transfers imposed by the Company’s certificate of incorporation, bylaws or insider trading policies or by applicable federal or state securities laws) by the Participant. Once shares of Restricted Stock granted hereunder are no longer subject to any restrictions on transfer under this Agreement or the Plan, the Person or Persons holding such shares shall be entitled to have the legend required by Section 2 of this Agreement removed from the applicable stock certificates or book-entry account.

7.Restrictions on Transfer. Unless otherwise determined by the Committee in accordance with the Plan, during the applicable Period of Restriction, shares of Restricted Stock granted hereunder may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated (a “Transfer”), other than as contemplated by Section 9 of this Agreement, by will or the laws of descent and distribution or pursuant to a qualified domestic relations order. If, during a Period of Restriction, any Transfer, whether voluntary or involuntary, of shares of Restricted Stock granted hereunder is made other than in accordance with this Agreement or the Plan, or if any attachment, execution, garnishment or lien shall be issued against or placed upon shares of Restricted Stock granted hereunder, all shares of Restricted Stock granted hereunder then held by the Participant shall be immediately forfeited to the Company and all obligations of the Company under this Agreement shall terminate.

8.Detrimental Activity. If the Participant, either during employment by the Company or any Subsidiary or within one (1) year after termination of such employment (or, if termination of such employment results from retirement at or after age 65 as contemplated by Section 5(d) of this Agreement, within the period ending one (1) year after the latest date set forth under the “Vesting Schedule” on the electronic cover page to which this Agreement is attached), shall engage in any Detrimental Activity, and the Committee shall so find, the Participant upon notice of such finding shall be obligated to:

(a) Forfeit to the Company any shares of Restricted Stock granted hereunder then held by the Participant;

(b) Return to the Company, in exchange for payment by the Company of any cash amount actually paid therefor by the Participant (unless such payment is prohibited by law), all Common Shares that the Participant has

not disposed of that were acquired pursuant to this Agreement since the date that is one (1) year prior to the date of the commencement of such Detrimental Activity; and

(c) With respect to any Common Shares so acquired that the Participant has disposed of, pay to the Company in cash the aggregate Market Value per Share of the Common Shares on the date of such acquisition.

To the extent that such amounts are not paid to the Company, the Company may, to the extent permitted by law, set off the amounts so payable to it against any amounts that may be owing from time to time by the Company or any Subsidiary to the Participant, whether as wages or vacation pay or in the form of any other benefit or for any other reason; provided, however, that, except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred compensation” within the meaning of Section 409A of the Code. For purposes of this Section 8, Common Shares shall be deemed to be acquired pursuant to this Agreement at such time as they are no longer subject to the applicable Period of Restriction and become freely tradable (subject to all restrictions on transfer imposed by the Company’s certificate of incorporation or bylaws or by applicable federal or state securities laws).

9. Beneficiary Designation. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of the Participant’s death before the Participant receives all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and shall be effective only when filed by the Participant in writing with the Vice President Human Resources of the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid in accordance with the Participant’s will or the laws of descent and distribution.

10.Continuation of Employment. This Agreement shall not confer upon the Participant any right with respect to continuance of employment with the Company or any Subsidiary, nor shall this Agreement interfere in any way with any right that the Company or any Subsidiary would otherwise have to terminate the Participant’s employment or other service at any time.

11.Miscellaneous.

(a) This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant.

(b) In accordance with Section 19 of the Plan, the Board may terminate, amend or modify the Plan.

(c) The Participant shall be obligated to pay to the Company or make arrangements satisfactory to the Committee for payment of any federal, state and local taxes (including the Participant’s FICA obligation), whether domestic or foreign, required by law to be withheld on account of any event under this Agreement.

The Company shall have the power and the right to deduct or withhold from the Participant’s compensation an amount sufficient to satisfy federal, state and local taxes (including the Participant’s FICA obligation), whether domestic or foreign, required by law to be withheld with respect to any event under this Agreement should the Participant fail to make timely payment of all taxes due.

The Participant may elect, subject to the Plan, the approval of the Committee and any procedural rules adopted by the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold vested shares having an aggregate Market Value per Share on the date the tax is to be determined equal to the amount required to be withheld.

(d) The Participant shall be obligated to take all steps necessary to comply with all applicable provisions with respect to transfers of the Company’s securities imposed by the Company’s certificate of incorporation, bylaws and insider trading policies and federal and state securities laws, each as in effect from time to time, in exercising his or her rights under this Agreement.

(e) All obligations of the Company under the Plan and this Agreement shall be binding on any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company.

(f) This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Delaware.

(g) Notice hereunder shall be given to the Company at its principal place of business or such other address as the Company may subsequently furnish to the Participant in writing, and shall be given to the Participant at the address of such Participant that is specified in the Company’s records.

(h) If there is any inconsistency between the terms of this Agreement and the terms of a written employment agreement between the Participant and the Company or any Subsidiary (the “Employment Agreement”) relating to the lapse of restrictions imposed by this Agreement on the shares of Restricted Stock granted hereunder, the terms of the Employment Agreement shall completely supersede and replace the conflicting terms of this Agreement, provided that such terms of the Employment Agreement are not inconsistent with the terms of the Plan.

(i) The Participant is deemed to be bound by the terms and conditions governing the Restricted Stock granted hereunder as the same are set forth in this Agreement, the electronic cover page to which this Agreement is attached and the Plan, regardless of whether the Participant acknowledges acceptance of such grant by electronic communication or other written communication.

12.Definitions.

(a) “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

(b) “Board” or “Board of Directors” means the Board of Directors of the Company.

(c) “Business Combination” means a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation or entity, or other similar transaction.

(d) “Cause” means (i) the Participant’s engaging in fraud, embezzlement, gross misconduct or any act of gross dishonesty with respect to the Company or its affiliates, (ii) the Participant’s habitual drug or alcohol use which impairs the ability of the Participant to perform his duties with the Company or its affiliates, (iii) the Participant’s indictment with respect to, conviction of, or plea of guilty or no contest to, any felony, or other comparable crime under applicable local law (except, in any event, for motor vehicle violations not involving personal injuries to third parties or driving while intoxicated), or the Participant’s incarceration with respect to any of the foregoing that, in each case, impairs the Participant’s ability to continue to perform his duties with the Company and its affiliates, or (iv) the Participant’s material breach of any written employment agreement or other agreement between the Company and the Participant, or of the Company’s Code of Business Conduct, or failure by the Participant to substantially perform his or her duties for the Company which remains uncorrected or reoccurs after written notice has been delivered to the Participant demanding substantial performance and the Participant has had a reasonable opportunity to correct such breach or failure to perform.

(e) “Change in Control” means the occurrence on or after the date of this Agreement of any of the following events:

(i) the acquisition by any Person of Beneficial Ownership of 35% or more of the combined voting power of the then-outstanding Voting Stock of the Company; provided, however, that:

(1) for purposes of this Section 12(e)(i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition of Voting Stock of the Company directly from the Company that is approved by a majority of the Incumbent Directors, (2) any acquisition of Voting Stock of the Company by the Company or any Subsidiary, (3) any acquisition of Voting Stock of the Company by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, and (4) any acquisition of Voting Stock of the Company by any Person pursuant to a Business Combination that complies with clauses (A), (B) and (C) of Section 12(e)(iii) below;

(2) if any Person acquires Beneficial Ownership of 35% or more of combined voting power of the then-outstanding Voting Stock of the Company as a result of a transaction described in clause (A)(1) of Section 12(e)(i) and such Person thereafter becomes the beneficial owner of any additional shares of Voting Stock of the Company representing 1% or more of the then-outstanding Voting Stock of the Company, other than in an acquisition directly from the Company in a transaction that is approved by a majority of the Incumbent Directors or other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Voting Stock are treated equally, such subsequent acquisition shall be deemed to constitute a Change in Control;

(3) a Change in Control will not be deemed to have occurred if a Person acquires beneficial ownership of 35% or more of the Voting Stock of the Company as a result of a reduction in the number of shares of Voting Stock of the Company outstanding unless and until such Person thereafter becomes the beneficial owner of any additional shares of Voting Stock of the Company representing 1% or more of the then-outstanding Voting Stock of the Company, other than in an acquisition directly from the Company in a transaction that is approved by a majority of the Incumbent Directors or other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Voting Stock are treated equally; and

(4) if at least a majority of the Incumbent Directors determine in good faith that a Person has acquired beneficial ownership of 35% or more of the Voting Stock of the Company inadvertently, and such Person divests as promptly as practicable a sufficient number of shares so that such Person beneficially owns less than 35% of the Voting Stock of the Company, then no Change in Control shall have occurred as a result of such Person’s acquisition; or

(ii) a majority of the Directors are not Incumbent Directors; or

(iii) the consummation of a Business Combination, unless, in each case, immediately following such Business Combination (A) all or substantially all of the individuals and entities who were the beneficial owners of Voting Stock of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such Business Combination (including without limitation an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), (B) no Person (other than the Company, such entity resulting from such Business Combination, any employee benefit plan (or related trust) sponsored or maintained by the Company, any Subsidiary or such entity resulting from such Business Combination or any Person that immediately prior to such Business Combination owns, directly or indirectly, 35% or more of the Voting Stock of the Company so long as such Person does not at such time own, directly or indirectly, more than 1% of the securities of the other corporation or other entity involved in such Business Combination to be converted into or exchanged for shares of Voting Stock of the entity resulting from such Business Combination pursuant to such Business Combination)) beneficially owns, directly or indirectly, 35% or more of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such Business Combination, and (C) at least a majority of the members of the Board of Directors of the entity resulting from such Business Combination were Incumbent Directors at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, except pursuant to a Business Combination that complies with clauses (A), (B) and (C) of Section 12(e)(iii).

(f) “Director” shall mean a member of the Board of Directors of the Company.

(g) “Employee of the Company” means an officer or employee of the Company or one or more of its Subsidiaries.

(h) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

(i) “Good Reason” means, without a Participant’s consent, the occurrence of any of the following events which is not cured by the Company within ten (10) business days following the Participant’s written notice to the Company of the event constituting Good Reason; provided, however, that, if such written notice is not received by the Company within the thirty (30) day period after the date on which the Participant first had knowledge of the occurrence of such event giving rise to Good Reason (or, in the case of multiple events, the latest to occur of such events), any such written notice shall not be effective and the Participant shall be deemed to have waived his/her right to terminate employment for Good Reason with respect to such event:

(i) Demotion, reduction in title, reduction in position or responsibilities, or change in reporting responsibilities or reporting level that is materially and adversely inconsistent with the Participant’s then position or the assignment of duties and/or responsibilities materially and adversely inconsistent with such position; or

(ii) Relocation of the Participant’s primary office location more than fifty (50) miles from the Participant’s then current office location; or

(iii) Reduction of greater than 10% in the Participant’s then base salary or reduction of greater than 10% in the Participant’s then long term or short term incentive compensation opportunity or a reduction in the Participant’s eligibility for participation in the Company’s benefit plans that is not commensurate with a similar reduction among similarly situated employees.

(j) “Incumbent Directors” means the individuals who, as of the date hereof, are Directors of the Company and any individual becoming a Director subsequent to the date hereof whose election, nomination for election by the Company’s stockholders, or appointment was approved by a vote of at least two-thirds of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director without objection to such nomination); provided, however, that an individual shall not be an Incumbent Director if such individual’s election or appointment to the Board occurs as a result of an actual or threatened election contest (as described in Rule 14a-12(c) of the Exchange Act) with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

(k) “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.

(l) “Voting Stock” means securities entitled to vote generally in the election of directors (or similar governing bodies).

EX-10.3

Exhibit 10.3

Kaiser Aluminum Corporation

You have been selected to receive a grant of Performance Shares pursuant to the Kaiser Aluminum Corporation Amended and Restated 2006 Equity and Performance Incentive Plan (the “Plan”), as specified below:

Participant:

Global ID:

Award Type: Performance Share Award    

Plan Name:

Award Date:

Expiration Date: N/A

Total Granted:

Award Price: $0.0000 (USD)

Vesting Schedule

Shares/Options Awarded Vest Date

Attached to this electronic cover page is a copy of the Performance Shares Award Agreement, which, together with this electronic cover page and the Plan, sets forth the terms and conditions governing this grant of Performance Shares.

Separately, you have been provided copies of the Plan, the Company’s most recent prospectus describing the Plan and the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, which contains the Company’s most recent audited financial statements.

Please acknowledge your receipt and acceptance of this grant of Performance Shares on the terms and conditions set forth in this electronic cover page, the attached Performance Shares Award Agreement and the Plan (including your obligations thereunder) by clicking on “I Accept” below. Please respond no later than ___________, 2014.

Kaiser Aluminum Corporation

Amended and Restated 2006 Equity

and Performance Incentive Plan

Performance Shares Award Agreement

You have been selected to receive a grant of Performance Shares pursuant to the Kaiser Aluminum Corporation Amended and Restated 2006 Equity and Performance Incentive Plan (the “Plan”), as specified below:

End of Performance Period: December 31, 2016

Management Objectives: The Management Objectives which, if achieved, will result in payment hereunder are set forth on Exhibit A hereto.

Formula for Determining Performance Shares Earned: The specific number of Performance Shares earned hereunder, if any, will be determined based on the level of achievement of the Management Objectives in accordance with the formula set forth on Exhibit A hereto. Except as otherwise provided in Section 5 or Section 6 of this Agreement, before the Performance Shares will be earned and paid, the Committee must certify the level of achievement of the Management Objectives, which the Committee shall do as soon as practicable after the date set forth under “End of Performance Period” above and in no event later than December 31 of the calendar year following the “End of Performance Period” above.

PerformanceVesting Date: The later of (1) the third anniversary of the Date of Grant (referred to as “Award Date” on the electronic cover page) and (2) the date on which the Committee certifies the level of achievement of the Management Objectives specified above (the “Certification Date”), on which the specific number of Performance Shares earned hereunder, if any, shall become vested and earned.

THIS PERFORMANCE SHARES AWARD AGREEMENT (this “Agreement”), effective as of the Date of Grant, represents the grant of Performance Shares by Kaiser Aluminum Corporation, a Delaware corporation (the “Company”), to the Participant pursuant to the provisions of the Plan.

The Date of Grant of the Performance Shares granted hereunder and the number of Performance Shares granted hereunder are specified on the electronic cover page to which this Agreement is attached. Such electronic cover page is incorporated herein by reference.

This Agreement, the electronic cover page to which this Agreement is attached and the Plan collectively provide a complete description of the terms and conditions governing the Performance Shares granted hereunder. If there is any inconsistency between the terms of this Agreement or the electronic cover page to which it is attached, on the one hand, and the terms of the Plan, on the other hand, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement or the electronic cover page to which it is attached. All capitalized terms shall have the meanings ascribed to them in the Plan unless specifically set forth otherwise herein.

1.Employment with the Company. Except as may otherwise be provided in Sections 5 or 6 of this Agreement, the Performance Shares granted hereunder are granted on the condition that the Participant remains an Employee of the Company from the Date of Grant through (and including) the Performance Vesting Date.

2.Account for Performance Shares; Restrictions on Transfer.

(a) The Performance Shares covered by this Agreement are granted to the Participant effective on the Date of Grant and are subject to, and granted upon, the terms, conditions and restrictions set forth in this Agreement and in the Plan. The Performance Shares granted hereunder shall be earned as set forth under “Formula for Determining Performance Shares Earned.” The Performance Shares granted hereunder shall be credited to a bookkeeping entry in the Participant’s name established and maintained by the Company until payment or forfeiture of such Performance Shares in accordance with this Agreement.

(b) Except as may otherwise be provided herein and in the Plan, neither the Performance Shares granted hereunder nor any right or interest under this Agreement (including, without limitation, any interest in the Common Shares underlying such Performance Shares) shall be transferable prior to payment in accordance with Section 3 of this Agreement other than as contemplated by Section 8 of this Agreement or by will or the laws of descent and distribution. If Performance Shares granted hereunder or any right or interest under this Agreement (including, without limitation, any interest in the Common Shares underlying Performance Shares) are sold, transferred, pledged, assigned or otherwise alienated or hypothecated, whether voluntarily or involuntarily, other than in accordance with this Agreement or the Plan, or if any attachment, execution, garnishment or lien shall be issued against or placed upon Performance Shares granted hereunder or any right or interest under this Agreement (including, without limitation, any interest in the Common Shares underlying Performance Shares), all Performance Sharesshall be immediately forfeited by the Participant and all obligations of the Company under this Agreement shall terminate.

3.Payment of Performance Shares.

(a) Each Performance Share granted hereunder that becomes vested and earned or deemed earned shall entitle the Participant to receive one (1) Common Share, subject to adjustment in accordance with Section 13 of the Plan.

(b) Except as otherwise provided in Section 5(a) of this Agreement, the Company shall issue or deliver Common Shares to the Participant to settle vested and earned Performance Shares granted hereunder as soon as practicable following the Performance Vesting Date (and in no event later than December 31 of the calendar year in which the Performance Vesting Date occurs) or, if the Performance Shares are vested and earned or deemed earned prior thereto upon an event contemplated by Section 5(b) or 6 of this Agreement, the date of such event (and in no event later than 2-½ months after the end of the calendar year in which such event occurs), with the applicable vesting date being referred to herein as the “Vesting Date.” Notwithstanding the foregoing, if the applicable Vesting Date is a date when trading in the Common Shares is subject to a “blackout period” or any other restriction on trading under the Company’s trading policy, the issuance or delivery to the Participant of the Common Shares underlying the vested and earned Performance Shares shall be deferred until the end of such “blackout period” or other restriction on trading, provided that, in all cases, the Common Shares underlying the vested and earned Performance Shares shall be issued or delivered to the Participant no later than (i) if the Performance Shares become vested and earned on the Performance Vesting Date, December 31 of the calendar year in which the Performance Vesting Date occurs and (ii) if the Performance Shares become vested and deemed earned prior to the Performance Vesting Date, 2-½ months after the end of the calendar year in which the applicable Vesting Date occurs.

(c) Except to the extent determined by the Committee and permitted by the Plan, the Company may not issue or deliver Common Shares to the Participant in respect of the Performance Shares granted hereunder at a time earlier than otherwise expressly provided in this Agreement.

(d) The Company’s obligations to the Participant with respect to this Agreement and the Performance Shares vested and earned hereunder shall be satisfied in full upon the issuance or delivery of Common Shares in respect of such Performance Shares and, if applicable, the payment contemplated by Section 4(b) of this Agreement.

4.No Rights as Stockholder; Dividend Equivalents.

(a) The Participant shall have no rights of ownership in the Performance Shares granted hereunder and shall have no voting or other ownership rights in respect of the Common Shares underlying the Performance Shares granted hereunder until the date on which such Common Shares, if any, are issued or delivered to the Participant pursuant to Section 3 of this Agreement.

(b) If the Company declares any dividends or distributions on the Company’s Common Shares payable other than in shares of the Company’s capital stock and the record and payment dates for such dividends or distributions occur on or after the Date of Grant but before Common Shares are issued or delivered in accordance with Section 3 or Section 5(a) of this Agreement, then upon the issuance or delivery of Common Shares in accordance with such Sections, the Company shall arrange to make a payment by no later than March 15 of the calendar year following the End of Performance Period to the Person or Persons to whom such Common Shares are so issued or delivered, with such payment equal, in amount and in kind, to the

dividends and distributions that such Person or Persons would have received if the number of Common Shares so issued or delivered had been issued and outstanding and held of record by such Person or Persons from and after the Date of Grant through the date of such issuance or delivery, without interest thereon. If the Company declares any dividends or distributions on the Company’s Common Shares payable other than in shares of the Company’s capital stock and the record date for such dividends or distributions occurs before Common Shares are issued or delivered in accordance with Section 3 or Section 5(a) of this Agreement but the payment date for such dividends or distributions does not occur before Common Shares are so issued or delivered, then the Company shall make a payment to the Person or Persons to whom such Common Shares are so issued or delivered, with such payment equal, in amount and in kind, to such dividends or distributions as promptly as practicable after the payment date for such dividends or distributions (and, in any event, within the same calendar year in which such dividends or distributions are paid). For purposes of the time and form of payment requirements of Section 409A of the Code, such payment shall be treated separately from the Performance Shares.

(c) The obligations of the Company under this Agreement are unfunded and unsecured, and the rights of the Participant hereunder will be no greater than those of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.

(d) In the event Section 7 of this Agreement is applicable to any Common Shares acquired pursuant to this Agreement, the Company shall have the right to demand that all or any portion of payments theretofore received by the Participant pursuant to Section 4(b) of this Agreement in respect of such Common Shares be repaid or returned to the Company. Furthermore, the Company may, to the extent permitted by law, set off the amounts payable to it as a result of any such demand against any amounts that may be owing from time to time by the Company or any Subsidiary to the Participant, whether as wages or vacation pay or in the form of any other benefit or for any other reason; provided, however, that except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred compensation” within the meaning of Section 409A of the Code.

5.Termination of Employment.

(a) By Death. In the event the Participant ceases to be an Employee of the Company by reason of death prior to the date set forth under “End of Performance Period” and Section 6 of this Agreement is not then applicable, then a number of Performance Shares granted hereunder that would become vested and earned assuming achievement of the target level of Management Objectives set forth above and assuming the Participant were an Employee of the Company from the Date of Grant through (and including) the Performance Vesting Date (“Target Performance Shares”) shall immediately become 100% vested and deemed earned and the Company shall issue or deliver the Common Shares underlying the Target Performance Shares as soon as practicable following the date of death (and in no event later than 2-½ months after the end of the calendar year in which the Participant’s death occurs) to the Person or Persons that have been named as the Participant’s beneficiary or beneficiaries, as contemplated by Section 8 of this Agreement, or to such Person or Persons that have acquired the Participant’s rights to such Performance Shares by will or the laws of descent and distribution. In the event the Participant ceases to be an Employee of the Company by reason of death on or after the date set forth under “End of Performance Period” but on or before the Performance Vesting Date, a number of Performance Shares granted hereunder that would become vested and earned on the Performance Vesting Date assuming the Participant were an Employee of the Company from the Date of Grant through (and including) the Performance Vesting Date (“Earned Performance Shares”) shall become 100% vested and earned upon the Performance Vesting Date and the Company shall issue or deliver the Common Shares underlying the Earned Performance Shares as soon as practicable following the Performance Vesting Date (and in no event later than December 31 of the calendar year in which the Performance Vesting Date occurs) to the Person or Persons that have been named as the Participant’s beneficiary or beneficiaries, as contemplated by Section 8 of this Agreement, or to such Person or Persons that have acquired the Participant’s rights to such Performance Shares by will or the laws of descent and distribution. Notwithstanding the foregoing, if, in connection with the events contemplated by the first sentence of this Section 5(a), the Participant’s death or, in connection with the events contemplated by the second sentence of this Section 5(a), the Performance Vesting Date occurs on a date when trading in the Common Shares is subject to a “blackout period” or any other restriction on trading under the Company’s trading policy, the issuance or delivery to such Person or Persons of the Common Shares underlying the Performance Shares shall be deferred until the end of such “blackout period” or other restriction on trading, provided that, in all cases, the Common Shares underlying the Performance Shares shall be issued or

delivered to such Person or Persons no later than (i) in connection with the events contemplated by the first sentence of this Section 5(a), 2-½ months after the end of the calendar year in which the Participant’s death occurs or (ii) in connection with the events contemplated by the second sentence of this Section 5(a), December 31 of the calendar year in which the Performance Vesting Date occurs.

(b) By Disability. In the event the Participant ceases to be an Employee of the Company by reason of Disability (as defined in this Section 5(b)) prior to the date set forth under “End of Performance Period” and Section 6 of this Agreement is not then applicable, then the Target Performance Shares shall immediately become 100% vested and deemed earned, and the Company shall issue or deliver the Common Shares underlying the Target Performance Shares to the Participant in accordance with Section 3 of this Agreement. In the event the Participant ceases to be an Employee of the Company by reason of Disability on or after the date set forth under “End of Performance Period” but on or before the Performance Vesting Date, any Earned Performance Shares shall become 100% vested and earned upon the Performance Vesting Date and the Company shall issue or deliver the Common Shares underlying the Earned Performance Shares to the Participant in accordance with Section 3 of this Agreement.

“Disability” shall be defined as a total and permanent disability as a result of bodily injury, disease or mental disorder which results in the Participant’s entitlement to long-term disability benefits under the Kaiser Aluminum Self-Insured Welfare Plan or the Kaiser Aluminum Salaried Employees Retirement Plan.

(c) Involuntary Termination Other Than for Cause or Detrimental Activity; Termination For Good Reason. In the event the Participant ceases to be an Employee of the Company on or before the Performance Vesting Date because either (i) the Company or any of its Subsidiaries terminates such employment for any reason other than for Cause or other Detrimental Activity or (ii) the Participant terminates his or her employment for Good Reason and, in either case, Section 6 of this Agreement is not then applicable, then the Performance Shares granted hereunder shall remain outstanding subject to the forfeiture provisions contained in Sections 2 and 7 of this Agreement and any Earned Performance Shares shall become 100% vested and earned upon the Performance Vesting Date, and the Company shall issue or deliver the Common Shares underlying the Earned Performance Shares to the Participant in accordance with Section 3 of this Agreement.

(d) Retirement. In the event the Participant ceases to be an Employee of the Company as a result of retirement at or after age 65 and on or before the Performance Vesting Date and Section 6 of this Agreement is not then applicable, then the Performance Shares granted hereunder shall remain outstanding subject to the forfeiture provisions contained in Sections 2 and 7 of this Agreement and any Earned Performance Shares shall become 100% vested and earned upon the Performance Vesting Date, and the Company shall issue or deliver the Common Shares underlying the Earned Performance Shares to the Participant in accordance with Section 3 of this Agreement.

(e) For Other Reasons. In the event the Participant ceases to be an Employee of the Company prior to the Performance Vesting Date for any reason other than the reasons set forth in Sections 5(a), 5(b), 5(c) or 5(d) of this Agreement and Section 6 of this Agreement is not then applicable, then all Performance Shares granted hereunder and any rights to payments related thereto shall be forfeited by the Participant. The Company shall have the right, at the sole discretion of the Committee, to determine that all or any portion of the Performance Shares that would otherwise be forfeited has been vested and earned.

6.Change in Control. Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control of the Company before the date set forth under “End of Performance Period” and while the Participant continues to be an Employee of the Company (unless the Participant has ceased to be an Employee of the Company as a result of the Company or any of its Subsidiaries terminating Participant’s employment for any reason other than for Cause or other Detrimental Activity or the Participant terminates his or her employment for Good Reason as contemplated by Section 5(c) of this Agreement or as a result of retirement at or after age 65 as contemplated by Section 5(d) of this Agreement), then a number of Performance Shares determined in accordance with the “Formula for Determining Performance Shares Earned” based on the level of achievement of the Management Objectives set forth above through the date of the Change in Control shall immediately become 100% vested and earned, and the Company shall issue or deliver the Common Shares underlying the Performance Shares so earned (or the consideration that would have been issued or delivered in respect thereof had the Performance Shares so earned been outstanding at the time of such Change in Control) to the Participant in accordance with Section 3 of this Agreement. In the event of a Change in Control of the Company on or after the date set forth under “End of Performance Period” but on or before the Performance Vesting Date, any Earned Performance Shares shall become 100%

vested and earned upon the Performance Vesting Date and the Company shall issue or deliver the Common Shares underlying the Earned Performance Shares (or the consideration that would have been issued or delivered in respect thereof had the Earned Performance Shares been outstanding at the time of such Change in Control) to the Participant in accordance with Section 3 of this Agreement.

7.Detrimental Activity. If the Participant, either during employment by the Company or any Subsidiary or within one (1) year after termination of such employment (or, if termination of such employment results from retirement at or after age 65 as contemplated by Section 5(d) of this Agreement, within the period ending one (1) year after the date set forth under “End of Performance Period”), shall engage in any Detrimental Activity, and the Committee shall so find, the Participant upon notice of such finding shall be obligated to:

(a) Forfeit any Performance Shares granted hereunder;

(b) Return to the Company all Common Shares that the Participant has not disposed of that were acquired pursuant to this Agreement since the date that is one (1) year prior to the date of the commencement of such Detrimental Activity; and

(c) With respect to any Common Shares so acquired that the Participant has disposed of, pay to the Company in cash the aggregate Market Value per Share of the Common Shares on the date of such acquisition.

To the extent that such amounts are not paid to the Company, the Company may, to the extent permitted by law, set off the amounts so payable to it against any amounts that may be owing from time to time by the Company or any Subsidiary to the Participant, whether as wages or vacation pay or in the form of any other benefit or for any other reason; provided, however, that, except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred compensation” within the meaning of Section 409A of the Code. For purposes of this Section 7, Common Shares shall be deemed to be acquired pursuant to this Agreement at such time as they are issued or delivered to the Participant to settle earned Performance Shares.

8.Beneficiary Designation. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of the Participant’s death before the Participant receives all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and shall be effective only when filed by the Participant in writing with the Vice President Human Resources of the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid in accordance with the Participant’s will or the laws of descent and distribution.

9.Continuation of Employment. This Agreement shall not confer upon the Participant any right with respect to continuance of employment with the Company or any Subsidiary, nor shall this Agreement interfere in any way with any right that the Company or any Subsidiary would otherwise have to terminate the Participant’s employment or other service at any time.

10.Miscellaneous.

(a) To the extent applicable, this Agreement and the Plan are intended to comply with Section 409A of the Code and all provisions of this Agreement and the Plan shall be administered, construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. To the extent that the Performance Shares, or the issuance or delivery of the Common Shares or other payments in respect of the Performance Shares, are subject to Section 409A of the Code, the Performance Shares shall be awarded, and any Common Shares in respect thereof shall be issued or delivered, in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding any provision of this Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, the Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed in connection with this Agreement (including any taxes and penalties under Section 409 of the Code), and neither the Company nor any Subsidiary shall have any obligation to indemnify or otherwise hold the Participant harmless from any or all of such taxes or penalties.

(b) This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant.

(c) In accordance with Section 19 of the Plan, the Board may terminate, amend or modify the Plan.

(d) The Participant shall be obligated to pay to the Company or make arrangements satisfactory to the Committee for payment of any federal, state and local taxes (including the Participant’s FICA obligation), whether domestic or foreign, required by law to be withheld on account of any event under this Agreement.

The Company shall have the power and the right to deduct or withhold from the Participant’s compensation an amount sufficient to satisfy federal, state and local taxes (including the Participant’s FICA obligation), whether domestic or foreign, required by law to be withheld with respect to any event under this Agreement should the Participant fail to make timely payment of all taxes due.

The Participant may elect, subject to the Plan, the approval of the Committee and any procedural rules adopted by the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Common Shares issuable or deliverable hereunder having an aggregate Market Value per Share on the date the tax is to be determined equal to the amount required to be withheld.

(e) The Participant shall be obligated to take all steps necessary to comply with all applicable provisions with respect to transfers of the Company’s securities imposed by the Company’s certificate of incorporation, bylaws and insider trading policies and federal and state securities laws, each as in effect from time to time, in exercising his or her rights under this Agreement.

(f) All obligations of the Company under the Plan and this Agreement shall be binding on any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company.

(g) This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Delaware.

(h) Notice hereunder shall be given to the Company at its principal place of business or such other address as the Company may subsequently furnish to the Participant in writing, and shall be given to the Participant at the address of such Participant that is specified in the Company’s records.

(i) If there is any inconsistency between the terms of this Agreement and the terms of a written employment agreement between the Participant and the Company or any Subsidiary relating to the earning or payment of the Performance Shares granted hereunder, the terms of this Agreement shall control.

(j) Notwithstanding any other provisions of this Agreement, the Company shall not be required to issue or deliver any Common Shares pursuant to this Agreement on a date on which such issuance or delivery would violate the Securities Act of 1933, as amended, or any other applicable federal or state securities laws.

(k) The Participant is deemed to be bound by the terms and conditions governing the Performance Shares granted hereunder as the same are set forth in this Agreement, the electronic cover page to which this Agreement is attached and the Plan, regardless of whether the Participant acknowledges acceptance of such grant by electronic communication or other written communication.

(l) For the avoidance of doubt, Performance Shares that are not vested and earned or deemed earned hereunder either (i) on the Performance Vesting Date based on the level of achievement of the Management Objectives set forth above or (ii) upon an event contemplated by Section 5 or 6 of this Agreement, shall be forfeited by the Participant on the Performance Vesting Date or the date of such event, as applicable (except as otherwise expressly provided). However, the Company shall have the right, at the sole discretion of the Committee, to determine that all or any portion of the Performance Shares that would otherwise be forfeited has been vested and earned.

11.Definitions.

(a) “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

(b) “Board” or “Board of Directors” means the Board of Directors of the Company.

(c) “Business Combination” means a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation or entity, or other similar transaction.

(d) “Cause” means (i) the Participant’s engaging in fraud, embezzlement, gross misconduct or any act of gross dishonesty with respect to the Company or its affiliates, (ii) the Participant’s habitual drug or alcohol use which impairs the ability of the Participant to perform his duties with the Company or its affiliates, (iii) the Participant’s indictment with respect to, conviction of, or plea of guilty or no contest to, any felony, or other comparable crime under applicable local law (except, in any event, for motor vehicle violations not involving personal injuries to third parties or driving while intoxicated), or the Participant’s incarceration with respect to any of the foregoing that, in each case, impairs the Participant’s ability to continue to perform his duties with the Company and its affiliates, or (iv) the Participant’s material breach of any written employment agreement or other agreement between the Company and the Participant, or of the Company’s Code of Business Conduct, or failure by the Participant to substantially perform his or her duties for the Company which remains uncorrected or reoccurs after written notice has been delivered to the Participant demanding substantial performance and the Participant has had a reasonable opportunity to correct such breach or failure to perform.

(e) “Change in Control” means the occurrence on or after the date of this Agreement of any of the following events:

(A) the acquisition by any Person of Beneficial Ownership of 35% or more of the combined voting power of the then-outstanding Voting Stock of the Company; provided, however, that:

(1) for purposes of this Section 11(e)(i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition of Voting Stock of the Company directly from the Company that is approved by a majority of the Incumbent Directors, (2) any acquisition of Voting Stock of the Company by the Company or any Subsidiary, (3) any acquisition of Voting Stock of the Company by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary and (4) any acquisition of Voting Stock of the Company by any Person pursuant to a Business Combination that complies with clauses (A), (B) and (C) of Section 11(e)(iii) below;

(2) if any Person acquires Beneficial Ownership of 35% or more of combined voting power of the then-outstanding Voting Stock of the Company as a result of a transaction described in clause (A)(1) of Section 11(e)(i) and such Person thereafter becomes the beneficial owner of any additional shares of Voting Stock of the Company representing 1% or more of the then-outstanding Voting Stock of the Company, other than in an acquisition directly from the Company in a transaction that is approved by a majority of the Incumbent Directors or other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Voting Stock are treated equally, such subsequent acquisition shall be deemed to constitute a Change in Control;

(3) a Change in Control will not be deemed to have occurred if a Person acquires beneficial ownership of 35% or more of the Voting Stock of the Company as a result of a reduction in the number of shares of Voting Stock of the Company outstanding unless and until such Person thereafter becomes the beneficial owner of any additional shares of Voting Stock of the Company representing 1% or more of the then-outstanding Voting Stock of the Company, other than in an acquisition directly from the Company in a transaction that is approved by a majority of the Incumbent Directors or other than as a result of a stock

dividend, stock split or similar transaction effected by the Company in which all holders of Voting Stock are treated equally; and

(4) if at least a majority of the Incumbent Directors determine in good faith that a Person has acquired beneficial ownership of 35% or more of the Voting Stock of the Company inadvertently, and such Person divests as promptly as practicable a sufficient number of shares so that such Person beneficially owns less than 35% of the Voting Stock of the Company, then no Change in Control shall have occurred as a result of such Person’s acquisition; or

(B) a majority of the Directors are not Incumbent Directors; or

(C) the consummation of a Business Combination, unless, in each case, immediately following such Business Combination (A) all or substantially all of the individuals and entities who were the beneficial owners of Voting Stock of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such Business Combination (including without limitation an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), (B) no Person (other than the Company, such entity resulting from such Business Combination, any employee benefit plan (or related trust) sponsored or maintained by the Company, any Subsidiary or such entity resulting from such Business Combination or any Person that immediately prior to such Business Combination owns, directly or indirectly, 35% or more of the Voting Stock of the Company so long as such Person does not at such time own, directly or indirectly, more than 1% of the securities of the other corporation or other entity involved in such Business Combination to be converted into or exchanged for shares of Voting Stock of the entity resulting from such Business Combination pursuant to such Business Combination)) beneficially owns, directly or indirectly, 35% or more of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such Business Combination, and (C) at least a majority of the members of the Board of Directors of the entity resulting from such Business Combination were Incumbent Directors at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(D) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, except pursuant to a Business Combination that complies with clauses (A), (B) and (C) of Section 11(e)(iii).

(f) “Director” shall mean a member of the Board of Directors of the Company.

(g) “Employee of the Company” means an officer or employee of the Company or one or more of its Subsidiaries.

(h) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

(i) “Good Reason” means, without a Participant’s consent, the occurrence of any of the following events which is not cured by the Company within ten (10) business days following the Participant’s written notice to the Company of the event constituting Good Reason; provided, however, that, if such written notice is not received by the Company within the thirty (30) day period after the date on which the Participant first had knowledge of the occurrence of such event giving rise to Good Reason (or, in the case of multiple events, the latest to occur of such events), any such written notice shall not be effective and the Participant shall be deemed to have waived his/her right to terminate employment for Good Reason with respect to such event:

(A) Demotion, reduction in title, reduction in position or responsibilities, or change in reporting responsibilities or reporting level that is materially and adversely inconsistent with the Participant’s then position or the assignment of duties and/or responsibilities materially and adversely inconsistent with such position; or

(B) Relocation of the Participant’s primary office location more than fifty (50) miles from the Participant’s then current office location; or

(C) Reduction of greater than 10% in the Participant’s then base salary or reduction of greater than 10% in the Participant’s then long term or short term incentive compensation opportunity or a reduction in the Participant’s eligibility for participation in the Company’s benefit plans that is not commensurate with a similar reduction among similarly situated employees.

(j) “Incumbent Directors” means the individuals who, as of the date hereof, are Directors of the Company and any individual becoming a Director subsequent to the date hereof whose election, nomination for election by the Company’s stockholders, or appointment was approved by a vote of at least two-thirds of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director without objection to such nomination); provided, however, that an individual shall not be an Incumbent Director if such individual’s election or appointment to the Board occurs as a result of an actual or threatened election contest (as described in Rule 14a-12(c) of the Exchange Act) with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

(k) “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.

(l) “Voting Stock” means securities entitled to vote generally in the election of directors (or similar governing bodies).

Exhibit A

[Kaiser Aluminum 2014 Long-Term Incentive Plan]

EX-10.4

Exhibit 10.4

Kaiser Aluminum 2014 Long-Term Incentive Plan

Management Objective:	The applicable measurable performance objective is relative total shareholder return of Kaiser Aluminum Corporation (the “Company”) over the 2014 through 2016 performance period (the “2014-2016 TSR”) compared to the companies listed on Annex I hereto (each, a “Peer Company”), each of which is a member of the S&P 600 Small Cap Materials Sector index (“Relative TSR Ranking”).
	The Relative TSR Ranking will be based on the Company's relative stock performance against the Peer Companies, with any dividends being treated as being reinvested on the applicable ex-dividend date.
	The beginning and ending share prices are determined using the 20 trading day averages preceding the beginning and the end of the performance period, respectively.
	The Relative TSR Ranking shall be the percentile ranking of the 2014-2016 TSR compared to the Peer Companies.
	Any Peer Company that is acquired during the performance period shall be omitted from the peer group and will not be included in determining the Relative TSR Ranking.
	Any Peer Company that files for bankruptcy, or that has its shares delisted from its primary stock exchange because it fails to meet the exchange listing requirements (other than as a result of its acquisition), during the performance period shall remain in the peer group and will be ranked last for purposes of determining the Relative TSR Ranking.
	The Relative TSR Ranking target is the 50th percentile (the “Target TSR Ranking”). The payout for performance at the target level (a multiplier of 1.00x) is 50% of the Performance Shares granted. The threshold performance required to earn Performance Shares is a Relative TSR Ranking at the 25th percentile. The payout for performance at the threshold level (a multiplier of 0.50x) is 25% of the Performance Shares granted. If the Relative TSR Ranking is below the 25th percentile, no Performance Shares will be earned. If the Relative TSR Ranking is greater than the 90th percentile, Performance Shares will be earned at the maximum level. The payout for performance at the maximum level (a multiplier of 2.00x) is 100% of the Performance Shares granted.
	The multiplier will be determined by straight line interpolation between percentile rankings based on the Relative TSR Ranking as follows:
		Percentile Ranking <25th percentile   25th percentile   50th percentile   75th percentile >90th percentile	Multiplier 0.00x 0.50x 1.00x 1.50x 2.00x
	If the 2014-2016 TSR is negative, then the multiplier shall be capped at 1.00x.

Determination of Number of Performance Shares Which Are Earned:	The number of Performance Shares earned, if any, will be determined as follows:
	Ÿ	Following the end of 2016, the Committee will approve the Relative TSR Ranking and the corresponding multiplier.
	Ÿ	The number of Performance Shares earned, if any, will equal the product (rounded down to the nearest whole number) of (1) the total number of Performance Shares granted hereunder and (2) one-half of the multiplier (rounded to the nearest whole percentage point); provided, however, such number will not exceed the number of Performance Shares granted hereunder.
	The Committee will approve the Relative TSR Ranking and multiplier not later than March 15, 2017.
Administrative Provisions:	Additional administrative provisions are reflected in the terms of the applicable grant documents. The number of Performance Shares earned by any Covered Employee will be subject to any “umbrella” plan adopted by the Company in order to improve the tax efficiency of the Performance Shares granted to such Covered Employee.

Annex I

Peer Company List

A. M. Castle & Co.	Kraton Performance Polymers Inc.
AK Steel Holding Corporation	LSB Industries Inc.
AMCOL International Corporation	Materion Corporation
American Vanguard Corporation	Myers Industries Inc.
Balchem Corp.	Neenah Paper, Inc.
Calgon Carbon Corporation	Olympic Steel Inc.
Century Aluminum Co.	OM Group Inc.
Clearwater Paper Corporation	PolyOne Corporation
Deltic Timber Corporation	Quaker Chemical Corporation
Flotek Industries Inc.	RTI International Metals, Inc.
HB Fuller Co.	A. Schulman, Inc.
Future Fuel Corp.	Schweitzer-Mauduit International Inc.
PH Glatfelter Co.	Stepan Company
Globe Specialty Metals, Inc.	Stillwater Mining Co.
Hawkins Inc.	SunCoke Energy Inc.
Haynes International, Inc.	Texas Industries Inc.
Headwaters Incorporated	Tredegar Corp.
Innophos Holdings Inc.	Wausau Paper Corp.
Kapstone Paper and Packaging Corporation	Zep, Inc.
Koppers Holdings Inc.

EX-10.5

Exhibit 10.5

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of March 5, 2014, between KAISER ALUMINUM CORPORATION, a Delaware corporation (the “Company”), and JACK A. HOCKEMA (the “Executive”).

The Company wishes to continue to employ the Executive, and the Executive wishes to continue his employment with the Company, on the terms and conditions set forth in this Agreement, which constitutes an amendment and restatement of the Employment Agreement between the Company and the Executive dated as of November 9, 2010.

Accordingly, the Company and the Executive hereby agree as follows:

1.Employment; Duties and Acceptance.

1.1Employment Duties. The Company hereby agrees to employ the Executive for the Term (as defined in Section 2.1), to render exclusive and full-time services to the Company, in the capacity of president and chief executive officer of the Company and to perform such other duties consistent with such position (including service as a director or officer of any affiliate of the Company if elected) as may be assigned by the Board of Directors of the Company (the “Board”); provided, however, that the Executive may serve on the Board of Directors of one other business at any time during the Term that does not compete with the Company and may participate in civic, charitable and industry organizations to the extent that such participation does not materially interfere with the performance of his duties hereunder. The Executive’s title shall be President and Chief Executive Officer, or such other titles of at least equivalent level consistent with the Executive’s duties from time to time as may be assigned to the Executive by the Board, and the Executive shall have all authorities as are customarily and ordinarily exercised by executives in similar positions in similar businesses in the United States. The Executive shall report solely to the Board. The Company agrees to use its best efforts to cause the Executive to be elected to the Board and to have the Executive serve as a member of the Board throughout his service during the Term.

1.2Acceptance. The Executive hereby accepts such employment and agrees to render the services described above. During the Term, and consistent with the above, the Executive agrees to serve the Company faithfully and to the best of the Executive’s ability, to devote the Executive’s entire business time, energy and skill to such employment, and to use the Executive’s best efforts, skill and ability to promote the Company’s interests.

1.3Location. The duties to be performed by the Executive hereunder shall be performed primarily at the Company’s offices in Foothill Ranch, California or such other location as mutually agreed by the parties, subject to reasonable travel requirements consistent with the nature of the Executive’s duties from time to time on behalf of the Company. The Executive shall not be required to change his principal residence in the event the Company relocates its offices.

2.Term of Employment.

2.1Term. The term of the Executive’s employment under this Agreement (the “Term”) shall continue until the earlier of (i) December 31, 2016 and (ii) such earlier date on which the Term is terminated pursuant to Section 4.

3.Compensation; Benefits.

3.1Salary. As compensation for the services to be rendered pursuant to this Agreement, the Company agrees to pay to the Executive during the Term a base salary, payable monthly in arrears, at the initial annual rate of $856,000 (as the same may be adjusted as provided herein, the “Base Salary”). Each year during the Term, the Company shall review the Base Salary in connection with the Company’s annual review of compensation matters and determine if, and by how much, the Base Salary should be increased. Once the Base Salary has been increased hereunder, it shall not be decreased without the Executive’s consent. All payments of Base Salary or other compensation hereunder shall be less such deductions or withholdings as are required by applicable law and regulations.

3.2Bonus. In addition to the amounts to be paid to the Executive pursuant to Section 3.1, if the Company achieves 100% of the Company’s target objectives for a fiscal year of the Company, the Executive shall receive an annual bonus (an “Annual Bonus”) equal to the product of (i) the Executive’s Base Salary at the rate in effect at the end of such fiscal year and (ii) 68.5%. Such target objectives shall be recommended by the Executive and approved by the Compensation

Committee of the Board (the “Compensation Committee”) not later than March 31 of each such fiscal year and shall be set forth in the annual short-term incentive plan in which the Executive participates and any related “umbrella” plan to which such annual short-term incentive plan is made subject in order to improve the tax efficiency thereof. Should the Company achieve results in a fiscal year which are above target objectives for the Company’s performance for such year as set forth in the annual short-term incentive plan, the 68.5% multiplier set forth in clause (ii) of the preceding sentence shall be increased up to a maximum of 300% of the target bonus opportunity (or 205.5% of Base Salary). A formula will be established in the annual short-term incentive plan in which the Executive participates to provide for recognition of threshold objectives below such target objectives and for pro rata awards between the threshold award opportunity and the maximum award opportunity. Any Annual Bonus earned under this Section 3.2 (including the paragraph below) shall be payable not later than the 15th day of the third month following the end of the fiscal year to which it relates.

In the event that the Executive’s employment shall terminate other than on a date which is the last day of a fiscal year of the Company, the Executive’s Annual Bonus shall be determined based on the Company’s actual performance under the Company’s annual short-term incentive plan in which the Executive participates and any related “umbrella” plan with respect to the fiscal year in which employment terminates, and prorated for the actual number of days of the Executive’s employment under this Agreement during the fiscal year in which occurs the Executive’s termination of employment. Notwithstanding the foregoing, the Executive shall be entitled to no Annual Bonus in respect of or the fiscal year of the Company in which his Employment terminates if such termination is pursuant to Section 4.4.

3.3[Intentionally Left Blank]

3.4Incentive Compensation. Each fiscal year, the Executive will be eligible to receive grants of long-term incentive compensation, including, but not limited to equity awards (such as restricted stock, stock options and performance shares) having a target economic value of 227% of the Base Salary for the fiscal year, on similar terms as grants made to senior executives; provided, however, that (i) 36% of the target value of the long-term incentive grant shall be in the form of restricted stock and 64% of the target value of the long-term incentive grant shall be in the form of performance shares, and (ii) in the event of a termination of the Executive’s employment, other than pursuant to Section 4.4, the Executive’s vested interest in each outstanding grant shall be not less favorable than (a) with respect to shares of restricted stock and performance shares, the terms of grants made to other Tier I participants during the applicable fiscal year in connection with the Company’s long-term incentive compensation program, and (b) with respect to all other grants, had such grant provided for vesting in proportion to the actual number of days of the Executive’s employment during the applicable vesting period over the total number of days in such vesting period.

3.5Business Expenses. The Company shall pay or reimburse the Executive for all reasonable expenses actually incurred or paid by the Executive during the Term in the performance of Executive’s services under this Agreement, subject to and in accordance with applicable expense reimbursement and related policies and procedures as in effect from time to time. The Executive’s right to expense reimbursement shall not be subject to liquidation or exchange for another benefit.

3.6Vacation. During each year of the Term, the Executive shall be entitled to a paid vacation period or periods of four (4) weeks taken in accordance with applicable vacation policy as in effect from time to time.

3.7Benefits; Perquisites. During the Term, the Executive shall be entitled to participate in those retirement plans, deferred compensation plans, group insurance, life, medical, dental, disability and other benefit plans of the Company at the same level as those benefits are provided by the Company from time to time to senior executives of the Company generally. Also, during the Term, the Executive shall be entitled to fringe benefits and perquisites at the same level as those benefits are provided by the Company from time to time to senior executives of the Company generally. However, nothing herein shall require the Company to establish and/or maintain any such plans.

3.8Legal Expenses. The Company agrees to pay the legal fees and expenses incurred by the Executive in connection with the negotiation and consummation of this Agreement.

4.Termination.

4.1General. Following any termination of the Executive’s employment, the Company shall pay or provide to the Executive, or his estate or beneficiary, as the case may be, (i) Base Salary earned through the date of such termination; (ii) except in the case of a termination described in Section 4.4, any earned, but unpaid, annual cash incentive or other incentive awards, including the Executive’s Annual Bonus earned pursuant to Section 3.2; (iii) a payment representing the Executive’s accrued but unpaid vacation; (iv) any vested, but not forfeited benefits on the date of such termination under the Company’s employee benefit plans, as determined in accordance with the terms of such plans but subject to the provisions of Section 3.4;

and (v) benefit continuation and conversion rights to which the Executive is entitled under the Company’s employee benefit plans. The payments described above in Sections 4.1(i) and (iii) will be paid in the 30-day period following the date of the Executive’s termination of employment.

4.2Death. If the Executive shall die during the Term, the Term shall immediately terminate and the Executive shall be entitled to no further payments or benefits hereunder, except for those payments and benefits described in Section 4.1. All outstanding equity grants shall vest in the manner provided in the applicable award (subject to the provisions of Section 3.4), and any vested but unexercised grants shall become exercisable and shall remain so for the period commencing on the date of such termination through the second anniversary of such termination.

4.3Disability. If during the Term the Executive shall become physically or mentally disabled (a “Disability”), whether totally or partially, such that the Executive is unable to perform the Executive’s principal services hereunder for a period of not less than ninety (90) consecutive days, the Company may at any time after the last day of such period (provided that such disability is continuing), by written notice to the Executive, terminate the Term. Upon termination under this Section 4.3, all outstanding equity grants shall vest in the manner provided in the applicable award (subject to the provisions of Section 3.4), and any vested but unexercised grants shall become exercisable and shall remain so for the period commencing on the date of such termination through the second anniversary of such termination. In addition to those payments and benefits described in Section 4.1, the Executive shall be entitled to payments made to the Executive pursuant to a Company insurance plan.

4.4For Cause. If the Company terminates the Executive’s employment for Cause, the Term shall terminate immediately and (i) the Executive shall be entitled to receive no further amounts or benefits hereunder, except those payments and benefits described in Section 4.1 or as required by law, (ii) all unvested equity grants pursuant to Section 3.4 shall be immediately forfeited, and (iii) all vested but unexercised equity grants shall be forfeited on the date which is ninety (90) days following such termination. For purposes of this Agreement, “Cause” shall mean the Executive (A) being convicted of, or pleading guilty or no contest to, a felony (except for motor vehicle violations), (B) engaging in conduct that constitutes gross misconduct or fraud in connection with the performance of his duties to the Company, or (C) materially breaching this Agreement if the Executive does not cure such breach within thirty (30) days after the Company provides written notice of such breach to the Executive.

4.5Without Cause; For Good Reason. If during the Term the Company terminates the Executive’s employment without Cause or if the Executive terminates his employment with Good Reason (and Section 4.6 is not applicable), the Term shall immediately terminate and the Executive shall be entitled to no further payments or benefits hereunder other than those payments and benefits described in Section 4.1, except: (i) the Company shall make a lump sum payment to the Executive within ten (10 ) business days of such termination in an amount equal to three hundred thirty-seven percent (337%) of the Executive’s Base Salary; (ii) continuing receipt of group insurance, life, medical, dental, disability and other similar benefits described in Section 3.7 (to the extent to which such are in place from time to time, but excluding perquisites) during the twenty-four month period commencing on the date of such termination; and (iii) all outstanding equity grants shall vest in the manner provided in the applicable award (subject to the provisions of Section 3.4), and any vested but unexercised grants shall become exercisable and shall remain so for the period commencing on the date of such termination through the second anniversary of such termination.

For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s consent, the occurrence of any of the following during the Term: (A) any material reduction in the Executive’s Base Salary, target bonus opportunity or benefits pursuant to Section 3 of this Agreement; (B) a material change in the Executive’s position causing it to be of materially less stature or responsibility, or a change in the Executive’s duties, authorities, responsibilities or reporting relationship; (C) the Company materially breaches this Agreement; or (D) the Executive is not nominated for election to the Board, or the Executive is not timely renominated for election to the Board or is involuntarily removed from the Board under circumstances that would not constitute Cause or Disability hereunder; provided, however, that the Executive must provide written notice to the Company of the existence of Good Reason no later than 90 days after its initial existence and the Company shall have a period of 30 days following receipt of such written notice during which it may remedy in all material respects the Good Reason condition identified in such written notice; and provided further that the Executive must terminate employment with the Company no less than two years following the initial existence of the Good Reason condition identified in such written notice. The Company shall not terminate the Executive’s employment without Cause prior to the date which is thirty (30) days following the date on which the Company provides written notice of such termination to the Executive; provided, however, that the Executive may waive such notice period in writing. The Executive shall not terminate his employment without Good Reason prior to the date which is thirty (30) days following the date on which the Executive provides written notice of such termination to the Company; provided, however, that the Company may waive such notice period in writing.

Notwithstanding anything to the contrary in clause (i) immediately above, if the Executive constitutes a “key employee” as defined in Section 416(i) of the Internal Revenue Code and as applied under Section 409A of the Internal Revenue Code (“Section 409A”) at such termination, the payment under clause (i) immediately above shall be paid on the first business day following the sixth month anniversary of the Executive’s termination of employment if necessary to comply with Section 409A and regulations issued thereunder.In the event coverage for medical benefits (including dental, vision and similar benefits) under clause (ii) extends beyond the period during which the Executive would be entitled to continuation coverage under a group health plan by reason of the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), or any successor statute, and would otherwise result in taxable income to the Executive or his dependents, the Executive or his dependents will be required for each month after the maximum period of COBRA coverage to pay the full cost of such coverage.

4.6Change of Control.

4.6.1In the event of a Change of Control, the Executive shall become fully vested in all outstanding equity grants as of the date of the Change of Control. If during the Term the Company terminates the Executive’s employment without Cause or the Executive terminates his employment with Good Reason, in each case within two (2) years following a Change of Control, the Term shall immediately terminate and the Executive shall be entitled to no further payments or benefits hereunder other than those payments and benefits described in Section 4.1, except: (i) the Company shall make a lump sum payment to the Executive within ten (10) business days of such termination in an amount equal to five hundred five percent (505%) of the Executive’s Base Salary; (ii) continuing receipt of group insurance, life, medical, dental, disability and other similar benefits described in Section 3.7 (to the extent to which such are in place from time to time, but excluding perquisites) during the thirty-six month period commencing on the date of each termination; and (iii) any previously unvested grants shall become exercisable and all outstanding grants shall remain exercisable for the period commencing on the date of such termination through the earlier the second anniversary of such termination. If the Executive constitutes a “key employee” as defined in Section 416(i) of the Internal Revenue Code and as applied under Section 409A at such termination of employment, the payment due under clause (i) immediately above shall be paid on the first business day following the sixth month anniversary of Executive’s termination of employment if necessary to comply with Section 409A and regulations issued thereunder.In the event coverage for medical benefits (including dental, vision and similar benefits) under clause (ii) extends beyond the period during which the Executive would be entitled to continuation coverage under a group health plan by reason of the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), or any successor statute, and would otherwise result in taxable income to the Executive or his dependents, the Executive or his dependents will be required for each month after the maximum period of COBRA coverage to pay the full cost of such coverage.

4.6.2For purposes of this Agreement, a “Change of Control” shall be deemed to occur upon: (i) the sale, lease, conveyance or other disposition of all or substantially all of the Company’s assets as an entirety or substantially as an entirety to any person, entity or group of persons acting in concert other than in the ordinary course of business; (ii) any transaction or series of related transactions (as a result of a tender offer, merger, consolidation, purchase or otherwise) that results in any Person (as defined in Section 13(h)(8)(E) under the Securities Exchange Act of 1934) becoming the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of 20% or more of the aggregate voting power of all classes of common equity of the Company, except if such Person is (w) a subsidiary of the Company, (x) an employee benefit plan for employees of the Company or (y) a company formed to hold the Company’s common equity securities and whose shareholders constituted, at the time such company became such holding company, substantially all the shareholders of the Company; or (iii) a change in the composition of the Board over a period of twenty-four (24) consecutive months or less such that a majority of the then current Board members ceases to be comprised of individuals who either (a) have been Board members continuously since the beginning of such period, or (b) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (a) who were still in office at the time such election or nomination was approved by the Board.

4.6.3.    Notwithstanding any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an “Excess Parachute Payment” within the meaning of Section 280G of the Code but for the application of this sentence, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 4.6.3 will not of itself limit or otherwise affect any other rights of the Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant

to this Section 4.6.3, the Company will effect such reduction by first reducing the payment described in clause (i) of Section 4.6.1, and then, to the extent necessary, reducing the benefits described in clause (ii) of Section 4.6.1 in the sequence listed in such clause and then, to the extent still necessary, reducing the benefits described in clause (iii) of Section 4.6.1, beginning with the most recently granted awards.

4.6.4.    All computations and determinations relevant to Section 4.6.3 shall be made by an independent accounting firm selected and reimbursed by the Company (the “Accounting Firm”), subject to the Executive’s consent (not to be unreasonably withheld), which firm may be the Company’s accountants. If the Accounting Firm determines that any amounts are Excess Parachute Payments, the Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations both to the Company and the Executive by no later than ten (10) days following its Determination, if applicable, or such earlier time as is requested by the Company or the Executive (if the Executive reasonably believes that any amounts are Excess Parachute Payments). If the Accounting Firm determines that no amounts are Excess Parachute Payments, it shall furnish the Executive and the Company with a written statement that such Accounting Firm has so concluded that no excise tax is payable (including the reasons therefor) and that the Executive has substantial authority not to report any excise tax on his federal income tax. The Company and Executive shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably request in order to make a determination hereunder. The Accounting Firm shall be required to provide its Determination within sixty (60) days after the date of the Executive’s termination, and the Company shall be responsible for any income tax, penalty or interest liability incurred as a result of delay by the Accounting Firm. The Accounting Firm shall make its Determination on the basis of substantial authority and shall provide opinions to that effect to both the Company and the Executive upon the request of either of them.

4.7End of Term and Retirement. At the end of the Term or upon retirement during the Term, the Executive shall be entitled to no further payments or benefits, except for those payments and benefits described in Section 4.1. All outstanding equity grants shall vest in the manner provided in the applicable award (subject to the provisions of Section 3.4), and any vested but unexercised grants shall become exercisable and shall remain so for the period commencing on the expiration of the Term and continuing through the second anniversary of the end of the Term. The Company and the Executive each acknowledges that the Executive has previously reached the age of 65 and is entitled to retire at any time. The Executive shall not retire prior to the date which is thirty (30) days following the date on which the Executive provides written notice of such retirement to the Company; provided, however, that the Company may waive such notice period in writing.

4.8No Mitigation. Upon termination of the Executive’s employment with the Company, the Executive shall be under no obligation to seek other employment or otherwise to mitigate the obligations of the Company under this Agreement.

4.9Option Exercise. For the avoidance of doubt, to the extent that any provision of this Agreement provides for the continued exercise of options following the Executive’s termination of employment, such options shall be exercisable for the period provided in the Agreement, but in no event beyond the end of the original term of such options.

4.10Section 409A.

4.10.1To the extent that this Agreement provides for the payment of “deferred compensation” (within the meaning of Section 409A) to the Executive or the Executive’s beneficiaries upon or as a result of the Executive’s termination of employment, the Executive shall be considered to have experienced a termination of employment as of the date that the Executive incurs a “separation from service” within the meaning of Section 409A.

4.10.2Each payment or benefit to which the Executive becomes entitled under this Agreement will be considered, and is hereby designated as, a separate payment for purposes of Section 409A (and consequently the Executive’s entitlement to such payment or benefit will not be considered an entitlement to a single payment of the aggregate amount to be paid). Any reimbursement of expenses by the Company under this Agreement shall be made not later than December 31st of the calendar year following the calendar year in which the expense is incurred, or such longer period as permitted by applicable regulations without resulting in the such reimbursement being “deferred compensation” (within the meaning of Section 409A). No reimbursement of expenses or in-kind benefits provided in one calendar year shall affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year. The Executive’s right to expense reimbursement shall not be subject to liquidation or exchange for another benefit.

4.10.3If the Company makes a good faith determination that a payment under this Agreement (i) constitutes a deferral of compensation for purposes of Section 409A, (ii) is made to the Executive by reason of his separation from service, (iii) at the time such payment would otherwise be made, the Executive is a “specified employee” within the meaning of Section 409A (and using the identification methodology specified by the Company from time to time), and (iv) a delay in payment is required in order to avoid the imposition of excise taxes under Section 409A and such delay is

not already provided for by the Agreement, then the payment shall be delayed until the earlier of (A) the first business day following the six-month anniversary of the Executive’s separation from service, or (B) the Executive’s death.

5.Protection of Confidential Information; Non-Competition.

5.1The Executive acknowledges that the Executive’s services will be unique, that they will involve the development of Company-subsidized relationships with key customers, suppliers, and service providers as well as with key Company employees and that the Executive’s work for the Company will give the Executive access to highly confidential information not available to the public or competitors, including trade secrets and confidential marketing, sales, product development and other data and information which it would be impracticable for the Company to effectively protect and preserve in the absence of this Section 5 and the disclosure or misappropriation of which could materially adversely affect the Company. Accordingly, the Executive agrees:

5.1.1except in the course of performing the Executive’s duties provided for in Section 1.1, not at any time, whether before, during or after the Executive’s employment with the Company, to divulge to any other entity or person any confidential information acquired by the Executive concerning the Company’s or its affiliates’ financial affairs or business processes or methods or their research, development or marketing programs or plans, or any other of its or their trade secrets. In the event that the Executive is requested or required to make disclosure of information subject to this Section 5.1.1 under any court order, subpoena or other judicial process, then, except as prohibited by law, the Executive will promptly notify the Company, take all reasonable steps requested by the Company to defend against the compulsory disclosure and permit the Company to control with counsel of its choice any proceeding relating to the compulsory disclosure. The Executive acknowledges that all information, the disclosure of which is prohibited by this section, is of a confidential and proprietary character and of great value to the Company.

5.1.2to deliver promptly to the Company on termination of the Executive’s employment with the Company, or at any time that the Company may so request, all confidential memoranda, notes, records, reports, manuals, drawings, blueprints and other documents (and all copies thereof) relating to the Company’s business and all property associated therewith, which the Executive may then possess or have under the Executive’s control.

5.2In consideration of the Company’s entering into this Agreement, the Executive agrees that at all times during the Term and thereafter, until the first anniversary of the date of the termination of the Term for any reason, the Executive shall not, directly or indirectly, for himself or on behalf of or in conjunction with, any other person, company, partnership, corporation, business, group, or other entity (each, a “Person”):

5.2.1provide services to a “Competitor” (as defined below), as an officer, director, shareholder, owner, partner, joint venturer, or in any other capacity, whether as an executive, independent contractor, consultant, advisor, or sales representative; or

5.2.2call upon any Person who is or that is, at such date of termination, engaged in activity on behalf of the Company or any affiliate of the Company for the purpose or with the intent of enticing such Person to cease such activity on behalf of the Company or such affiliate.

For purposes of this Agreement, “Competitor” means, on any date, a person or entity that is primarily engaged in a material line of business conducted by the Company.

5.3If the Executive commits a breach of any of the provisions of Section 5.1 or 5.2 hereof, the Company shall have the right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company, and, if the Executive attempts or threatens to commit a breach of any of the provisions of Section 5.1 or 5.2, the right and remedy to be granted a preliminary and permanent injunction in any court having equity jurisdiction against the Executive with respect to the attempted or threatened breach, it being agreed that each of such rights and remedies shall be independent of the others and shall be severally enforceable, and that all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity.

5.4If any of the covenants contained in Section 5.1, 5.2 or 5.3, or any part thereof, hereafter are construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid portions.

5.5The period during which the prohibitions of Section 5.2 are in effect shall be extended by any period or periods during which the Executive is in violation of Section 5.2.

5.6If any of the covenants contained in Section 5.1 or 5.2, or any part thereof are held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision so as to be enforceable to the maximum extent permitted by applicable law and, in its reduced form, said provision shall then be enforceable.

5.7The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 5.1, 5.2 and 5.3 upon the courts of any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold such covenants wholly unenforceable by reason of the breadth of such covenants or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other states within the geographical scope of such covenants as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being for this purpose severable into diverse and independent covenants.

5.8Executive and the Company agree and acknowledge that one-third of any payment contemplated by Section 4.6.1(i) of this Agreement following a Change of Control and the termination of Executive’s employment is intended to be additional consideration of Executive’s obligations under Section 5.2 of this Agreement in recognition of the additional value to the Company of Executive’s obligations under Section 5.2 of this Agreement following a Change of Control and the termination of Executive’s employment.

6.Inventions and Patents.

The Executive agrees that all processes, technologies and inventions (collectively, “Inventions”), including new contributions, improvements, ideas and discoveries, whether patentable or not, conceived, developed, invented or made by him during the Term shall belong to the Company, provided that such Inventions grew out of the Executive’s work with the Company or any of its subsidiaries or affiliates, are related in any manner to the business (commercial or experimental) of the Company or any of its subsidiaries or affiliates or are conceived or made on the Company’s time or with the use of the Company’s facilities or materials. The Executive shall further (a) promptly disclose such Inventions to the Company; (b) assign to the Company, without additional compensation, all patent and other rights to such Inventions for the United States and foreign countries; (c) sign all papers necessary to carry out the foregoing; and (d) give testimony in support of the Executive’s inventorship.

7. Intellectual Property.

Notwithstanding and without limiting the provisions of Section 6, the Company shall be the sole owner of all the products and proceeds of the Executive’s services hereunder, including, but not limited to, all materials, ideas, concepts, formats, suggestions, developments, arrangements, packages, programs and other intellectual properties that the Executive may acquire, obtain, develop or create in connection with or during the Term, free and clear of any claims by the Executive (or anyone claiming under the Executive) of any kind or character whatsoever (other than the Executive’s right to receive payments hereunder), the Executive shall, at the request of the Company, execute such assignments, certificates or other instruments as the Company may from time to time deem necessary or desirable to evidence, establish, maintain, perfect, protect, enforce or defend its right, title or interest in or to any such properties.

8. Indemnification.

In addition to any rights to indemnification to which the Executive is entitled under the Company’s charter and by-laws, to the extent permitted by applicable law, the Company will indemnify, from the assets of the Company supplemented by insurance in an amount customary for corporations similar in size and value to the Company and engaged in business activities similar to the business activities of the Company, the Executive at all times, during and after the Term, and, to the maximum extent permitted by applicable law, shall pay the Executive’s expenses (including reasonable attorneys’ fees and expenses, which shall be paid in advance by the Company as incurred, subject to recoupment in accordance with applicable law) in connection with any threatened or actual action, suit or proceeding to which the Executive may be made a party, brought by any shareholder of the Company directly or derivatively or by any third party by reason of any act or omission or alleged act or omission in relation to any affairs of the Company or any subsidiary or affiliate of the Company of the Executive as an officer, director or employee of the Company or of any subsidiary or affiliate of the Company. The Company shall maintain during the Term and thereafter insurance coverage sufficient to satisfy any indemnification obligation of the Company arising under this Section 8.

9. Notices.

All notices, requests, consents and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, one day after sent by overnight courier or three days after mailed first class, postage prepaid, by registered or certified mail as follows (or to such other address as either party shall designate by notice in writing to the other in accordance herewith):

If to the Company, to:

Kaiser Aluminum Corporation

27422 Portola Parkway, Suite 200

Foothill Ranch, California 92610

Attn: General Counsel

If to the Executive, to the Executive’s principal residence as reflected in the records of the Company.

10. General.

10.1This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to agreements made between residents thereof and to be performed entirely in Delaware.

10.2The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

10.3This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior agreements, arrangements and understandings, written or oral, relating to the subject matter hereof. No representation, promise or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise or inducement not so set forth.

10.4This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive, nor may the Executive pledge, encumber or anticipate any payments or benefits due hereunder, by operation of law or otherwise. The Company may assign its rights, together with its obligations, hereunder (i) to any affiliate or (ii) to a third party in connection with any sale, transfer or other disposition of all or substantially all of any business to which the Executive’s services are then principally devoted, provided that no assignment pursuant to clause (ii) shall relieve the Company from its obligations hereunder to the extent the same are not timely discharged by such assignee. In this regard, the parties acknowledge that Executive shall be employed by the Company’s subsidiary, Kaiser Aluminum Fabricated Products, LLC, a Delaware limited liability company (“KAFP”), and that while Executive is employed by KAFP, KAFP shall assume the payment obligations of the Company under this Agreement subject to the proviso set forth above in the preceding sentence which states that the Company shall not be relieved of its obligations hereunder to the extent that the obligations assumed by KAFP are not timely discharged by KAFP.

10.5The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement or the Term to the extent necessary to the intended preservation of such rights and obligations.

10.6This Agreement may be amended, modified, superseded, canceled, renewed or extended and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.

10.7This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

11.Dispute Resolution.

Subject to the rights of the Company pursuant to Section 5.3 above, any controversy, claim or dispute arising out of or relating to this Agreement, the breach thereof, or the Executive’s employment by the Company shall be settled by arbitration with one arbitrator. The arbitration will be administered by the American Arbitration Association in accordance with its

National Rules for Resolution of Employment Disputes. The arbitration proceeding shall be confidential, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Any such arbitration shall take place in Orange County, California, or in any other mutually agreeable location. In the event any judicial action is necessary to enforce the arbitration provisions of this Agreement, sole jurisdiction shall be in the federal and state courts, as applicable, located in California. Any request for interim injunctive relief or other provisional remedies or opposition thereto shall not be deemed to be a waiver of the right or obligation to arbitrate hereunder. The Company shall pay or promptly reimburse the Executive for all reasonable costs, fees and expenses relating to such dispute, including reasonable legal fees.

12. Subsidiaries; Affiliates; and Benefits.

As used herein, the term “subsidiary” shall mean any corporation or other business entity controlled directly or indirectly by the corporation or other business entity in question; the term “affiliate” shall mean and include any corporation or other business entity directly or indirectly controlling, controlled by or under common control with the corporation or other business entity in question; and references to “benefits” and “benefit plans” shall include the benefits provided by the Company and the Company’s subsidiaries from time to time to senior executives of the Company generally and the underlying plans.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

KAISER ALUMINUM CORPORATION
By:	/s/ John M. Donnan
Name:	John M. Donnan
Title:	Executive Vice President - Legal, Compliance and Human Resources
/s/ Jack A. Hockema
Jack A. Hockema