Exhibit 10.32
AMENDMENT NO. 2
TO THE
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
BETWEEN
CALENERGY COMPANY, INC.
AND XXXXX XXXXX
This Amendment No. 2 (the "Amendment") to the Amended
and Restated Employment Agreement dated as of August 21, 1995, as
further amended by Amendment No. 1 thereto (the "Employment
Agreement") by and between CalEnergy Company, Inc., a Delaware
Corporation (the "Company"), and Xxxxx X. Xxxxx (the
"Executive"), is entered into as of April 16, 1997.
WHEREAS, the Company and the Executive are presently
parties to the Employment Agreement; and
WHEREAS, the Company and the Executive desire to amend
the Employment Agreement as set forth herein;
NOW, THEREFORE, the Employment Agreement is hereby
amended as follows:
(1) By adding the following sentences at the end of
Section 4(c):
"The Executive shall also be eligible to
be paid other bonuses for each fiscal
year as determined by the Board. The
Executive's annual bonus, together with
all such other bonuses paid or payable
for the fiscal year (including any
amounts for which receipt is otherwise
deferred pursuant to a plan or
arrangement with the Company), is
referred to herein as `Annual Bonus
Compensation.'"
(2) By adding the following sentence after the last
sentence of Section 6(a):
"The preceding sentence notwithstanding,
if the Executive's resignation occurs
upon or after a Change in Control (as
defined in the Restricted Stock Exchange
Agreement between the Company and the
Executive dated as of November 29,
1995), he shall not be precluded from
accepting employment or providing
services to Xxxxx Xxxxxx Sons', Inc. or
any affiliate thereof."
(3) By deleting the first sentence of Section 8(b) of
the Employment Agreement and replacing it with the following
sentence:
"If the employment of the Executive is
terminated pursuant to subsections (ii),
(iv), (v) or (vi) of Section 7(a), the
Company will pay the Executive, on or
before the related Termination Date, an
amount equal to three times the sum of
(1) the annual salary then in effect
pursuant to Section 4, and (2) the
greater of (x) the Minimum Bonus or (y)
an amount equal to the average Annual
Bonus Compensation payable to the
Executive in respect of the two fiscal
years immediately preceding the fiscal
year in which the Executive's employment
with the Company terminates."
(4) By inserting immediately following Section 8(b) a
new Section 8(c), to read as follows:
"(c) If the employment of the Executive
is terminated pursuant to subsections
(ii) or (iv) of Section 7(a), all
Performance Accelerated Stock Options
("PASOs") held by the Executive on the
Termination Date will become vested and
immediately exercisable on such
Termination Date, and shall otherwise
remain exercisable for their term in
accordance with the terms thereof."
(5) By inserting immediately following Section 8(c) a
new Section 8(d) to read as follows:
"(d) If the employment of the Executive
is terminated for any reason after a
Change in Control (as defined in the
Restricted Stock Exchange Agreement
between the Company and the Executive
dated as of November 29, 1995), then
without further action by the Company,
the Board or any committee thereof, the
Executive may exercise any vested stock
options (including vested PASOs) held by
the Executive pursuant to existing
procedures approved by the Stock Option
Committee for cashless exercise, by
surrendering previously owned shares,
electing to have the Company withhold
shares otherwise deliverable upon
exercise of such options, or by
providing an irrevocable direction to a
broker to sell shares and deliver all or
a portion of the proceeds to the
Company, in any case in an amount equal
to the aggregate exercise price and any
tax withholding obligation attendant to
the exercise."
Except as provided herein and to the extent necessary
to give full effect to the provisions of this Amendment, the
terms of the Employment Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have entered
into this Amendment effective as of April 16, 1997.
CALENERGY COMPANY, INC.
By: /s/ Xxxxxx X. XxXxxxxx
Name: Xxxxxx X. XxXxxxxx
Title: Senior Vice President
EXECUTIVE
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
