EXHIBIT 10.25
AGREEMENT REGARDING CONTINUED EMPLOYMENT
This Agreement is between Xxxx X. Xxxx (the "Employee") and Oglethorpe
Power Corporation (the "Employer"). The Employee is employed by the Employer as
President and Chief Executive Officer. The purpose of this Agreement is to
memorialize certain of the terms of the Employee's continued employment by the
Employer. The Employee also currently serves as an employee of Georgia
Transmission Corporation and Georgia System Operations Corporation, each of
which shares responsibility for a portion of Employee's compensation.
Notwithstanding any such sharing, Oglethorpe Power Corporation is fully
obligated to the Employee for all amounts due under this Agreement, and any
collections from the other companies is the responsibility of Oglethorpe Power
Corporation.
1. TERM OF EMPLOYMENT. Subject to termination as provided in Section 4,
the Employee will continue to be employed as President and Chief Executive
Officer of the Employer through July 31, 2000.
2. SALARY. The Employee will continue to be paid the salary that he is
currently paid unless the Board of Directors of the Employer increase his
salary.
3. INCENTIVE COMPENSATION. The Employee also will be paid incentive
compensation in accordance with this Section:
(a) The Employee will participate in the Employer's
performance compensation program on a basis comparable to the Chief Operating
Officers of the Employer, Georgia Transmission Corporation and Georgia System
Operations Corporation.
(b) In the event the Board of Directors of the Employer
approves the terms of a restructuring of the Employer's RUS-guaranteed
indebtedness on or before September 1, 2000, and such restructuring results in
significant savings to the Employer, the Employer will pay to the Employee
incentive compensation as provided in this subsection (b). Such Board approval
will be considered to have occurred when the Board of Directors approves any
arrangement pursuant to which the Employer's obligations with respect to such
RUS-guaranteed indebtedness (whether such obligation is set forth in a
promissory note, a power purchase arrangement or otherwise) is proposed to be
modified in any way (otherwise than as permitted by the express provisions of
the promissory notes currently evidencing such indebtedness) as a consequence or
in recognition of the possibility that the assets securing such indebtedness
have a value that is less than the amount of such indebtedness or other factors
affecting the Employer's ability to meet existing debt service obligations. In
such event, the Employer will pay to the Employee, as incentive compensation,
the sum of $100,000 or 5% of the first four (4) years of savings under the
restructured debt, whichever is less. Such incentive compensation will be paid
in two equal installments, one due on the date such debt restructuring is
approved by the Board and the remaining balance on the date on which definitive
documents with respect to such debt restructuring are signed by the Employer.
(c) In the event there is no debt restructuring as described
in subsection (b) above and the Employer's Board of Directors determines, in its
sole discretion, that the Employer's risks with respect to its obligations for
its nuclear generation units have been materially reduced as a consequence of
arrangements achieved through efforts for which the Employee was substantially
responsible, the Employer will pay to the Employee, as incentive compensation,
the sum of $100,000 to be paid in two equal installments, one due promptly after
the Board's determination and the remaining balance on such date as the Board
shall determine but not later than the first anniversary of the first payment
date.
4. TERMINATION. The Employee's employment may be terminated by the
Employer or the Employee at any time by giving thirty (30) days written notice
to the other. In the event employment is terminated by the Employer for any
reason other than "Cause" (as hereinafter defined), the Employer will:
(i) pay to the Employee on the date of termination
his salary through the date of termination plus an amount equal to six
(6) months of salary payable to the Employee under Section 2;
(ii) pay to the Employee on the date of termination
all incentive compensation earned as of December of the preceding year,
under subsection 3(a), to the extent unpaid;
(iii) pay to the Employee incentive compensation, if
any, owed pursuant to subsection (b) and subsection (c) above when and
as provided in those subsections; and
(iv) continue for six months, or until the Employee
procures a new job and becomes entitled to substantially equivalent
benefits, if earlier, after the date of termination, at the Employer's
expense, all life insurance maintained for the Employee at the date of
termination.
"Cause" means conviction of a felony, or other fraudulent or willful
misconduct by the Employee that is materially and demonstrably injurious to the
business or the reputation of the Employer or the willful and continued failure
by the Employee to perform his duties with the Employer (other than any such
failure resulting from incapacity due to physical or mental illness) after a
written demand for substantial performance is delivered to the Employee by the
Chairman of the Board which specifically identifies the manner in which the
Chairman of the Board believes that the Employee has not substantially performed
his duties.
OGLETHORPE POWER CORPORATION XXXX X. XXXX
(AN ELECTRIC MEMBERSHIP
CORPORATION)
By: /s/ J. XXXXXX XXXXXXX /s/ XXXX X. XXXX
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Chairman of the Board Xxxx X. Xxxx
