RETENTION AGREEMENT
This agreement is entered into as of February 2, 1996, by and between KENETECH
Corporation (the "Company" and Xxxxxx X. Xxxxx, an individual currently employed
by the Company (the "employee" or "you").
This agreement pays a retention benefit as an incentive for an employee to
remain employed through a designated retention period. The Company and the
Employee desire to enter into a written employment agreement on the terms set
forth below. The parties agree as follows:
Agreement
1. Retention Payment.
a. The Company and you have agreed that, if you remain employed by the
Company until December 31, 1996, you will receive $125,000, an amount
equal to 12 months of your current salary. The full payment will be
made on January 2, 1997. The Company will deduct and withhold all
Federal, State and local income and employment withholding taxes and
any other amounts required to be deducted or withheld by the Company
under the applicable statute or regulation.
b. If you are offered continued employment with KENETECH or one of its
successors, you will receive the full retention payment as described
above.
c. Upon a Change in Control, the Company will be obligated to make the
full retention payment on the date described above. "Change in
Control" means:
(i) a merger or acquisition in which the Company is not the
surviving entity, except for a transaction the principle
purpose of which is to change the State of the Company's
incorporation;
(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company in
liquidation or dissolution of the Company;
(iii)any reverse merger in which the Company is the surviving
entity, but in which fifty percent (50%) or more of the
Company's outstanding voting stock is transferred to holders
different from those who held the stock immediately prior to
such merger; or
(iv) the acquisition of more than fifty percent (50%) of the
Company's outstanding voting stock pursuant to a tender or
exchange offer made by a person or related group of persons
(other than the Company or a person that directly or
indirectly controls, is controlled by or is under common
control with the Company).
d. If you are terminated by KENETECH or one of its successors for a
reason other than Termination for Cause, the Company will be obligated
to make the full retention payment on your termination date. You will
also be eligible for severance benefits applicable to you at the time
of your termination. If you are terminated for cause, you will not be
paid the retention payment described above not severance benefits. You
may be terminated for cause (a "Termination for Cause") if you commit
one or more acts of fraud, embezzlement, misappropriation of property
or information or engage in any other conduct materially adversely
affecting the business reputation of the Company.
e. If you voluntarily terminate your employment prior to December 31,
1996, you will not receive any portion of the retention payment.
2. Employment Duties. You agree to continue in your employment until December
31, 1996 and to perform in good faith and to the best of your ability all
services which may be required of you in your position. You also agree to
be available to render such services at all reasonable times and places in
accordance with reasonable directives and assignments issued by the
Company's President and Board of Directors. You will devote your full
effort to the business and affairs of the Company within the scope of your
responsibilities.
3. Health Benefits. Your eligibility for health benefits in not impacted by
this Agreement. This Agreement does not provide for benefits continuation
beyond your termination date.
4. Ownership Rights and General Employee Obligations. You will continue to be
bound by all the terms and provision of your existing Proprietary
Information and Inventions Agreement and other agreements with the Company,
and nothing in this document will modify or affect your duties or
obligations as an executive in the Company.
5. Miscellaneous. The provisions of this Agreement will be binding upon the
Company, its successors and assigns (including, without limitation, the
surviving entity or successor party resulting from the Change in Control)
and will be construed and interpreted under the laws of the State of
California. This Agreement may only be amended by written instrument signed
by you and the President.
KENETECH Corporation
By Xxxxxxx Xxxxxxxx
President & Chief Executive Officer
Xxxxxx X. Xxxxx
