Exhibit 10.27-01
FINAL
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AMENDMENT NO. 1
TO EMPLOYMENT AGREEMENT
This Amendment No. 1 dated as of December 15, 2000 to that certain
Employment Agreement dated as of April 30, 1996 (the "Agreement") by and between
El Paso Electric Company, a Texas corporation ("Company") and Xxxxx X. Xxxxxx,
Xx. ("Executive"). Capitalized terms used and not otherwise defined herein
shall have the meanings given them in the Agreement.
WITNESSETH:
WHEREAS, the parities have heretofore entered into the Agreement;
WHEREAS, the Company desires to extend the period of Executive's employment
and amend or supplement various terms of Executive's employment; and
WHEREAS, Executive is willing to extend the period of his employment with
the Company and to accept the proposed amended and supplemented terms of such
employment.
NOW, THEREFORE, the parties hereto agree as follows:
1. Agreement, Section 1.3. The Employment Term is extended through April
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30, 2003.
2. Agreement, Section 1.4. The section is amended by adding new second
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and third sentences as follows:
"Notwithstanding the foregoing, this Agreement shall be automatically
terminated on the effective date of employment by the Company of a new chief
executive officer. In the event of a termination pursuant to the immediately
preceding sentence, the provisions of Sections 5.1 and 5.7 of Article V shall
not be applicable, and Executive shall be entitled to be compensated for
accumulated sick leave and paid time off based upon annual base compensation of
$425,000."
3. Agreement, Section 2.3. The section is amended by adding a new
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subsection (d) as follows:
"(d) Company hereby grants to Executive nontransferable options
to purchase 150,000 shares of Common Stock (the "Extension Options") for $12.60
per share, which is the closing price of the Common Stock on the American Stock
Exchange on the effective date of this Amendment. The Extension Options will be
evidenced by the Company's standard form of Stock Option Agreement, and the
maximum number of such options will be incentive stock options. The Stock Option
Agreement will provide that the Extension Options shall expire if not previously
exercised on December 15, 2010, and shall vest as follows:
- 75,000 on May 1, 2002
- 75,000 on May 1, 2003
in each case, in the event that the Agreement shall not have been previously
terminated, and provided that all such Extension Options shall vest immediately
on the effective date of employment by the Company of a new chief executive
officer. The Stock Option Agreement shall contain standard provisions to reflect
the requirements of Section 6.8 of the Company's 1999 Long-Term Incentive Plan."
4. Agreement, Section 4.1/Exhibit 4.1. The Agreement is hereby amended by
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deleting the sixth item in Exhibit 4.1 and substituting the following: "Annual
paid vacation of six (6) weeks per year, effective January 1, 2001."
5. Agreement, Article V. Article V of the Agreement is hereby amended as
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follows:
(a) Section 5.1 shall not be operative for any "Triggering
Event" that shall occur on or after April 30, 2001.
(b) The references in Sections 5.2 and 5.6 to "April 30, 2001"
shall be changed to "April 30, 2003".
(c) The phrase in the first sentence of Section 5.4(a) ", in
which event the Company shall pay Executive the amounts set forth in Section 5.1
above" shall be deleted in the event that the Executive's "Total Disability"
shall occur on or after April 30, 2001.
(d) Section 5.7 shall not be operative for any "Change of
Control" that shall occur on or after April 30, 2001.
6. Except as amended or supplemented by this Amendment No. 1, the
Agreement shall remain in full force and effect with no other modifications.
The Company's Board of Directors has approved this Amendment No. 1.
7. This Amendment No. 1 shall be effective as of December 15, 2000.
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 on the
date set forth below.
Date: February 8, 2001
EL PASO ELECTRIC COMPANY
/s/ XXXXXX XXXXXXX
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By: Xxxxxx Xxxxxxx
Title: Chairman of the Board
of Directors
EXECUTIVE
/s/ XXXXX X. XXXXXX, XX.
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Xxxxx X. Xxxxxx, Xx.
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