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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
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This Amendment No. 1 to Employment Agreement (the "Amendment") is dated as
of September 17, 1996 by and between Great Bay Power Corporation, a New
Hampshire corporation with an address at 000 Xxxx Xxxxxx, Xxxxx 000, Xxxxx, Xxx
Xxxxxxxxx 00000 (the "Company") and Xxxxx X. Xxxxxx Xx., residing at 00X Xxxxxx
Xxxx, Xxx Xxxxxx, Xxx Xxxxxxxxx 00000 ("Executive").
The Company and Executive are parties to a certain Employment Agreement
dated as of July 31, 1995 (the "Agreement"). The parties now wish to amend the
Agreement in certain respects. Unless specifically defined herein, capitalized
terms used in this Amendment shall have the meanings ascribed to such terms in
the Agreement.
Now therefore, in consideration of the promises and agreements set forth
herein, and for other good and valuable consideration, the parties hereby agree
as follows:
1. Section 2.a of the Agreement is hereby amended by deleting the words
"Vice President, General Counsel and Secretary" in the first sentence of such
section, and inserting in lieu thereof the words "Chief Operating Officer and
Secretary."
2. Section 2.b of the Agreement is hereby amended by deleting the words
"responsibility in various legal, regulatory" in the first sentence of such
section, and inserting in lieu thereof the words "primary authority and
responsibility for operational, managerial."
3. Section 4.c of the Agreement is hereby amended in its entirety to read
as follows:
"c. STOCK OPTIONS. Pursuant to the Great Bay Power Corporation
1995 Stock Option Plan (as amended, the "Plan") and subject to the
provisions of this Section 4.c, the Company shall grant to Executive
(i) on the Commencement Date, options to purchase 75,000 shares of the
Company's common stock, $.01 par value (the "Common Shares"), at a
purchase price per share equal to $8.50 (the "1995 Options"), and (ii)
on September 17, 1996, options to purchase 50,000 Common Shares at a
price per share equal to $8.00 (the "1996 Options"), of which options
to purchase 25,000 Common Shares (the "Contingent Options") will
become exercisable only in the event of a Change of Control (as
defined in Section 7 of this Agreement). The 1995 Options and the 1996
Options are collectively referred to herein as the "Options". The
number of shares underlying the Options (the "Option Shares") shall be
proportionately adjusted for any stock split, stock dividend or other
reclassification or recapitalization of the Common Shares in
accordance with the Plan. The Options are personal to Executive and
are not transferable by him. The Options shall be governed by and
subject to the terms and conditions set forth in (a) a Stock Option
Agreement dated as of July 31, 1995 (with respect to the 1995
Options), and (b) a Stock Option Agreement dated as of September 17,
1996 (with respect to the 1996 Options), which agreements are
collectively referred to as the "Option Agreements."
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4. The words "Option Agreement" are hereby deleted and replaced by the
words "Option Agreements" in each appearance of such words in the Agreement.
5. Section 6.e(3) of the Agreement is hereby amended in its entirety to
read as follows:
"(3) All Options (other than the Contingent Options)
previously issued to Executive shall immediately become exercisable
(as provided in the Option Agreements); and"
6. Section 7.a(3) of the Agreement is hereby amended in its entirety to
read as follows:
"(3) All Options (including the Contingent Options) previously
issued to Executive shall immediately become exercisable in accordance
with the Option Agreements; and"
7. Section 7.a. of the Agreement is hereby further amended by deleting
the proviso included at the end of Section 7.a. (beginning with the words
"PROVIDED, HOWEVER, the total" and ending with the words "shall not exceed
$1,000,000") and inserting the following proviso in lieu thereof:
"PROVIDED, HOWEVER, that if $500,000 exceeds the sum of (a ) the
amount payable to Executive under Section 7.a.(1), plus (b) the Net
Value of the Options (as defined below) exercisable under 7.a(3), the
Company will also, subject to subsection 7.b. below, make a cash
payment to the Executive equal to the amount of such excess. As used
herein, the "Net Value of the Options" shall be equal to the
difference obtained by subtracting the aggregate exercise price
payable by Executive upon the exercise of the Options from the
aggregate fair market value (as of the date of the Change of Control)
of the Common Shares issuable upon such exercise."
8. The address of the company set forth in Section 8.b is hereby amended
to read:
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxx, Xxx Xxxxxxxxx 00000
Attention: Xxxx X. Xxxxxxxxxxx, President
9. Except as expressly modified hereby, the Agreement remains in full
force and effect.
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IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the
date first above written.
GREAT BAY POWER CORPORATION
By: /s/ Xxxx X. Xxxxxxxxxxx
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Xxxx X. Xxxxxxxxxxx
President
/s/ Xxxxx X. Xxxxxx Xx.
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Xxxxx X. Xxxxxx Xx.
Executive
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