Exhibit 10.4
AMENDMENT NO. 1
TO THE
RESTRICTED STOCK EXCHANGE AGREEMENT
BETWEEN
CALENERGY COMPANY, INC.
(formerly known as "CALIFORNIA ENERGY COMPANY, INC.")
AND
XXXXX X. XXXXX
This Amendment No. 1 (the "Amendment") to the
Restricted Stock Exchange Agreement dated November 29, 1995
(the "Restricted Stock Agreement") between CalEnergy
Company, Inc., a Delaware corporateion (the "Company), and
Xxxxx X. Xxxxx (the "Recipient"), is entered into as of
August 28, 1996.
WHEREAS, the Company and the Recipient are
presently parties to the Restricted Stock Agreement; and
WHEREAS, the Company and the Recipient desire to
amend the Restricted Stock Agreement as set forth herein;
NOW, THEREFORE, the Company and the Recipient
hereby agree as follows:
(1) Vesting of Certain Shares. Section 3(b) of the
Restricted Stock Agreement notwithstanding, an an aggregate
of 25,000 shares of Stock (as defined in the Restricted
Stock Agreement) which otherwise would have vested in
installments of 6,250 shares on the last day of each of
August, September, October and November of the year 2000,
shall instead vest on the date hereof.
(2) No Other Changes. Except as provided herein and to the
extent necessary to give full effect to the provisions of
this Amendment, the terms of the Restricted Stock Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have
entered into this Amendment effective as of August 28, 1996.
CALENERGY COMPANY, INC.
By: s/s Xxxxxx X. XxXxxxxx
Name: Xxxxxx X. XxXxxxxx
Title: Senior Vice President
RECIPIENT
s/s Xxxxx X.Xxxxx
Xxxxx X. Xxxxx
AMENDMENT NO. 2
TO THE
RESTRICTED STOCK EXCHANGE AGREEMENT
BETWEEN
CALENERGY COMPANY, INC.
AND
XXXXX X. XXXXX
This Amendment No. 2 (the "Amendment") to the
Restricted Stock Exchange Agreement dated November 29, 1995,
as amended on August 28, 1996 (the "Agreement") by and
between CalEnergy Company, Inc., a Delaware corporation (the
"Company), and Xxxxx X. Xxxxx (the "Recipient"), is entered
into as of April 16, 1997.
WHEREAS, the Company and the Recipient are
presently parties to the Agreement; and
WHEREAS, the Company and the Recipient desire to
amend the Agreement as set forth herein;
NOW, THEREFORE, the Agreement is hereby amended as
follows:
Company and the Recipient hereby agree as follows:
(3) Section 3(b) of the Agreement notwithstanding, all the
remaining shares of Common Stock covered by the Agreement
which have not yet vested shall vest as of the date of this
Amendment, except for 75,000 shares, which shall all vest on
January 1, 1998, subject to earlier vesting as provided in
the Agreement.
Except as provided herein and to the extent necessary to
give full effect to the provisions of this Amendment,
the terms of the Restricted Stock Exchange 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/s Xxxxxx X. XxXxxxxx
Name: Xxxxxx X. XxXxxxxx
Title: Senior Vice President
RECIPIENT
s/s Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
