EMPLOYMENT AGREEMENT AMENDMENT
THIS EMPLOYMENT AGREEMENT AMENDMENT (this "Amendment") is entered into as
of the 11th day of December, 1996, by and between KENETECH Energy Systems, Inc.,
a Delaware corporation (the "Company"), a subsidiary of KENETECH Corporation,
and Xxxxxxx X. Xxxxxxx (the "Employee").
RECITALS
A. The Employee and the Company have entered into an Employment
Agreement, dated as of January 1, 1996 (the "Agreement").
B. The Company and the Employee desire to extend the term of the
Agreement and to revise certain other provisions thereof.
C. The obligations of the Company under the Agreement are the joint and
several obligations of KES Penuelas Holdings, Inc., KES Bermuda, Inc.
and KES LNG, Ltd, on behalf of KES Puerto Rico, L.P. and KES Penuelas,
Ltd.
NOW, THEREFORE, in consideration of the mutual promises contained herein
and in the Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
1. Employment. Paragraph 1 of the Agreement is hereby amended to read in
full as follows:
Unless sooner terminated in connection with a Termination for Cause
(as defined below), the Employee is and will continue to be employed
by the Company for a period (the "Employment Period") ending two years
from the date of this Agreement, at the Employee's current annual base
salary ("Base Salary") and with the same employee benefits applicable
on the date of this Agreement.
2. Severance Benefits. The following sentences shall be added to the end
of Section 3.1 of the Agreement:
If you are terminated during the Employment Period for other in
connection with a Termination for Cause, the Company will pay you a
lump sum amount equal to 100% of your Base Salary. A letter of credit,
in the face amount $150,000, shall be issued to you, as the
beneficiary, by the Company, as the account party, with an expiration
of December 31, 1997, as security for a portion of the severance
benefits described in Sections 3.1 and 3.2 of the Agreement.
3. Special Bonus Payments. Section 3.4 of the Agreement shall be amended
and restated in full as follows:
(a) Notwithstanding the payment of any amount to you on or prior to
the date the Company directly or indirectly sells, transfers or
otherwise disposes of all or substantially all of the Company's
interests in EcoElectrica, L.P. (the "EcoElectrica Sale Closing
Date"), on the EcoElectrica Sale Closing Date, the Company will
pay to you a bonus in the amount of 100% of your Base Salary.
(b) The Company has created a XXX Bonus Plan attached hereto (the
"XXX Plan"). You will be an eligible participant in such plan.
(c) All bonus payments with respect to EcoElectrica, L.P. shall be
made prior to the distribution of any proceeds from the Company
to KENETECH Corporation and shall be the joint and several
obligations of KES Penuelas Holdings, Inc., KES Bermuda, Inc. and
KES LNG, Ltd, on behalf of KES Puerto Rico, L.P. and KES
Penuelas, Ltd..
4. Full Force and Effect. Except as amended by this Amendment, the Agreement
shall remain in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
KENETECH Energy Systems, Inc.
KES Penuelas Holdings, Inc.
KES Bermuda, Inc.
KES LNG, Inc., on behalf of:
KES Puerto Rico, L.P.
KES Penuelas, Ltd.
By: ________________________
Xxxx X. Xxxxxx, Vice President
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Xxxxxxx X. Xxxxxxx
