Exhibit 10.2
AMENDMENT NO. 1
TO THE
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
BETWEEN
MIDAMERICAN ENERGY HOLDINGS COMPANY
AND
XXXXX X. XXXXX
This Amendment No. 1 (the "Amendment") to the Amended and
Restated Employment Agreement dated as of May 10, 1999 (the "Employment
Agreement") by and between MidAmerican Energy Holdings Company, an Iowa
corporation (the "Company"), and Xxxxx X. Xxxxx (the "Executive"), is entered
into as of March __, 2000.
WHEREAS, the Company and the Executive are presently parties
to the Employment Agreement; and
WHEREAS, in consideration of the performance of future
services by the Executive, the Company and the Executive desire to amend the
Employment Agreement to increase the Executive's salary, and grant Executive
additional options;
NOW, THEREFORE, the Employment Agreement is hereby amended as
follows:
By inserting immediately following Section 2(b) a new Section
2(c) to read as follows:
"(c) For so long as the Executive continues to serve as either
Chairman or Chief Executive Officer of the Company, he shall
have the right (i) to serve as a member of the Board, and (ii)
to designate two other individuals as nominees for election to
the Board."
By deleting the phrase "six hundred seventy-five thousand
($675,000)" each time it appears in Section 4(a) and replacing it with
"seven hundred fifty thousand ($750,000)".
By inserting immediately following Section 5(b) a new Section
5(c) to read as follows:
"(c) Effective as of the Closing Date (as defined in the
Agreement and Plan of Merger by and among the Company, Teton
Formation L.L.C. and Teton Acquisition Corp. (the "Merger
Agreement")) and conditioned on the occurrence of the Closing,
the Executive shall be granted under the Company's 1996 Stock
Option Plan (or any successor plan thereto), new options (the
"New Options") for a number of shares of Company common stock
equal to 30% of the sum of (i) the number of shares of Company
common stock owned beneficially by Executive as of October 23,
1999 (provided that all such shares are rolled over into
common stock of the Surviving Corporation (as such term is
defined in the Merger Agreement)), plus (ii) without
duplication, the number of shares subject to outstanding
Company common stock options held by Executive as of October
23, 1999 (provided that all such options are rolled over into
equivalent options in respect of Surviving Corporation common
stock). The exercise price applicable to the New Options shall
be $35.05 per share. The New Options shall vest in equal
installments of one thirty-sixth (1/36th) of the number of
shares subject to the grant on each of the monthly anniversary
dates of the Closing Date, shall have an exercise term of ten
(10) years from the Closing Date, and shall otherwise be
subject to customary terms and conditions, including
anti-dilution protections."
By inserting immediately following Section 5(c) a new Section
5(d) to read as follows:
"(d) The Executive acknowledges that the grant of Company
options to Executive in exchange for his surrender to Teton
Acquisition Corp. of Company stock options and his right to
continue to exercise such options is in consideration of his
performance of future services."
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 the above date.
MIDAMERICAN ENERGY HOLDINGS COMPANY
By: ____________________________
Name:
Title:
EXECUTIVE
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Xxxxx X. Xxxxx
