MIDAMERICAN ENERGY
HOLDINGS COMPANY
2000 Stock Option Plan
NON-QUALIFIED STOCK OPTION AGREEMENT
MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa Corporation (the "Company")
pursuant to and for the purposes set forth in its 2000 Stock Option Plan (the
"Plan"), hereby grants to the following named person (the "Optionee"), a
non-qualified option ("Option") to purchase the number of shares of the
Company's common stock, no par value ("Common Stock"), at the price per share
specified below, subject to the terms and conditions hereinafter set forth:
1. The "Optionee" is Xxxxxxx X. Xxxx.
2. Number of Shares. 5,000 Shares of Common Stock are granted to the Optionee
subject to the Vesting Schedule set forth in Section 5.
3. The "Option Exercise Price" is $15.9375 per share.
4. The "Option Period" begins on March 14, 2000 ("Date of Grant") and ends on
March 14, 2008 (eight years from the Date of Grant) (the "Termination
Date"), unless sooner terminated as provided herein.
5. Vesting Schedule for Exercise. The Optionee's right to purchase during the
Option Period the total number of shares of Common Stock granted hereby
shall be fully vested and exercisable as of the Date of Grant.
6. Manner of Exercise. Optionee may from time to time exercise this Option (to
the extent vested), in whole or in part, by completion of all of the
requirements set forth in the Plan. As a condition of receiving this
Option, the Optionee hereby agrees that any Shares of Common Stock acquired
pursuant to this Option shall be subject to the Shareholders Agreement.
7. Option Period After Termination of Employment. All vested Options held by
Optionee upon termination of employment with the Company shall remain
exercisable until the Termination Date, subject to the provisions of the
Shareholders Agreement.
8. Incorporation of Plan by Reference. Except as modified or amplified by the
specific terms of this Agreement, all of the terms and provisions of the
Plan are incorporated by reference in this document. A copy of the Plan is
attached hereto as Exhibit A.
Executed as of the Date of Xxxxx.
MIDAMERICAN ENERGY
HOLDINGS COMPANY
BY: /s/ Xxxxxx X. XxXxxxxx
----------------------
Name:
Title:
OPTIONEE'S Acknowledgment and Agreement:
Optionee hereby acknowledges he or she has received a copy of the Plan and
Shareholders Agreement, and further acknowledges that Optionee has read the
terms and conditions thereof. In order for this Agreement of Xxxxx to be
effective, as of the Date of Xxxxx, Optionee accepts and agrees to be bound by
all of the terms and conditions of the Plan, this Agreement and Shareholders
Agreement.
Acknowledged and Agreed:
OPTIONEE
/s/ Xxxxxxx X. Xxxx
-------------------
(Signature)
Xxxxxxx X. Xxxx
---------------
(Print Name)
Lists of Exhibits: Exhibit A: 2000 Stock Option Plan
Attachment
-2-
MIDAMERICAN ENERGY
HOLDINGS COMPANY
2000 Stock Option Plan
NON-QUALIFIED STOCK OPTION AGREEMENT
MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa Corporation (the "Company")
pursuant to and for the purposes set forth in its 2000 Stock Option Plan (the
"Plan"), hereby grants to the following named person (the "Optionee"), a
non-qualified option ("Option") to purchase the number of shares of the
Company's common stock, no par value ("Common Stock"), at the price per share
specified below, subject to the terms and conditions hereinafter set forth:
1. The "Optionee" is Xxxxxxx X. Xxxx.
2. Number of Shares. 15,000 Shares of Common Stock are granted to the Optionee
subject to the Vesting Schedule set forth in Section 5.
3. The "Option Exercise Price" is $19.00 per share.
4. The "Option Period" begins on March 14, 2000 ("Date of Grant") and ends on
March 14, 2008 (eight years from the Date of Grant) (the "Termination
Date"), unless sooner terminated as provided herein.
5. Vesting Schedule for Exercise. The Optionee's right to purchase during the
Option Period the total number of shares of Common Stock granted hereby
shall be fully vested and exercisable as of the Date of Grant.
6. Manner of Exercise. Optionee may from time to time exercise this Option (to
the extent vested), in whole or in part, by completion of all of the
requirements set forth in the Plan. As a condition of receiving this
Option, the Optionee hereby agrees that any Shares of Common Stock acquired
pursuant to this Option shall be subject to the Shareholders Agreement
between the Optionee and the Company, dated March 14, 2000.
7. Option Period After Termination of Employment. All vested Options held by
Optionee upon termination of employment with the Company shall remain
exercisable until the Termination Date, subject to the provisions of the
Shareholders Agreement.
8. Incorporation of Plan by Reference. Except as modified or amplified by the
specific terms of this Agreement, all of the terms and provisions of the
Plan are incorporated by reference in this document. A copy of the Plan is
attached hereto as Exhibit A.
Executed as of the Date of Xxxxx.
MIDAMERICAN ENERGY
HOLDINGS COMPANY
BY:/s/ Xxxxxx X. XxXxxxxx
----------------------
Name:
Title:
OPTIONEE'S Acknowledgment and Agreement:
Optionee hereby acknowledges he or she has received a copy of the Plan and
Shareholders Agreement, and further acknowledges that Optionee has read the
terms and conditions thereof. In order for this Agreement of Xxxxx to be
effective, as of the Date of Xxxxx, Optionee accepts and agrees to be bound by
all of the terms and conditions of the Plan, this Agreement and Shareholders
Agreement.
Acknowledged and Agreed:
OPTIONEE
/s/ Xxxxxxx X. Xxxx
-------------------
(Signature)
Xxxxxxx X. Xxxx
---------------
(Print Name)
Lists of Exhibits: Exhibit A: 2000 Stock Option Plan
Attachment
-2-
MIDAMERICAN ENERGY
HOLDINGS COMPANY
2000 Stock Option Plan
NON-QUALIFIED STOCK OPTION AGREEMENT
MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa Corporation (the "Company")
pursuant to and for the purposes set forth in its 2000 Stock Option Plan (the
"Plan"), hereby grants to the following named person (the "Optionee"), a
non-qualified option ("Option") to purchase the number of shares of the
Company's common stock, no par value ("Common Stock"), at the price per share
specified below, subject to the terms and conditions hereinafter set forth:
1. The "Optionee" is Xxxxxxx X. Xxxx.
2. Number of Shares. 85,000 Shares of Common Stock are granted to the Optionee
subject to the Vesting Schedule set forth in Section 5.
3. The "Option Exercise Price" is $16.625 per share.
4. The "Option Period" begins on March 14, 2000 ("Date of Grant") and ends on
March 14, 2008 (eight years from the Date of Grant) (the "Termination
Date"), unless sooner terminated as provided herein.
5. Vesting Schedule for Exercise. The Optionee's right to purchase during the
Option Period the total number of shares of Common Stock granted hereby
shall be fully vested and exercisable as of the Date of Grant.
6. Manner of Exercise. Optionee may from time to time exercise this Option (to
the extent vested), in whole or in part, by completion of all of the
requirements set forth in the Plan. As a condition of receiving this
Option, the Optionee hereby agrees that any Shares of Common Stock acquired
pursuant to this Option shall be subject to the Shareholders Agreement
between the Optionee and the Company, dated March __, 2000.
7. Option Period After Termination of Employment. All vested Options held by
Optionee upon termination of employment with the Company shall remain
exercisable until the Termination Date, subject to the provisions of the
Shareholders Agreement.
8. Incorporation of Plan by Reference. Except as modified or amplified by the
specific terms of this Agreement, all of the terms and provisions of the
Plan are incorporated by reference in this document. A copy of the Plan is
attached hereto as Exhibit A.
Executed as of the Date of Xxxxx.
MIDAMERICAN ENERGY
HOLDINGS COMPANY
BY: /s/ Xxxxxx X. XxXxxxxx
----------------------
Name:
Title:
OPTIONEE'S Acknowledgment and Agreement:
Optionee hereby acknowledges he or she has received a copy of the Plan and
Shareholders Agreement, and further acknowledges that Optionee has read the
terms and conditions thereof. In order for this Agreement of Xxxxx to be
effective, as of the Date of Xxxxx, Optionee accepts and agrees to be bound by
all of the terms and conditions of the Plan, this Agreement and Shareholders
Agreement.
Acknowledged and Agreed:
OPTIONEE
/s/ Xxxxxxx X. Xxxx
-------------------
(Signature)
Xxxxxxx X. Xxxx
---------------
(Print Name)
Lists of Exhibits: Exhibit A: 2000 Stock Option Plan
Attachment
MIDAMERICAN ENERGY
HOLDINGS COMPANY
2000 Stock Option Plan
NON-QUALIFIED STOCK OPTION AGREEMENT
MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa Corporation (the "Company")
pursuant to and for the purposes set forth in its 2000 Stock Option Plan (the
"Plan"), hereby grants to the following named person (the "Optionee"), a
non-qualified option ("Option") to purchase the number of shares of the
Company's common stock, no par value ("Common Stock"), at the price per share
specified below, subject to the terms and conditions hereinafter set forth:
1. The "Optionee" is Xxxxxxx X. Xxxx.
2. Number of Shares. 10,000 Shares of Common Stock are granted to the Optionee
subject to the Vesting Schedule set forth in Section 5.
3. The "Option Exercise Price" is $19.00 per share.
4. The "Option Period" begins on March 14, 2000 ("Date of Grant") and ends on
March 14, 2008 (eight years from the Date of Grant) (the "Termination
Date"), unless sooner terminated as provided herein.
5. Vesting Schedule for Exercise. The Optionee's right to purchase during the
Option Period the total number of shares of Common Stock granted hereby
shall be fully vested and exercisable as of the Date of Grant.
6. Manner of Exercise. Optionee may from time to time exercise this Option (to
the extent vested), in whole or in part, by completion of all of the
requirements set forth in the Plan. As a condition of receiving this
Option, the Optionee hereby agrees that any Shares of Common Stock acquired
pursuant to this Option shall be subject to the Shareholders Agreement
between the Optionee and the Company, dated March 14, 2000.
7. Option Period After Termination of Employment. All vested Options held by
Optionee upon termination of employment with the Company shall remain
exercisable until the Termination Date, subject to the provisions of the
Shareholders Agreement.
8. Incorporation of Plan by Reference. Except as modified or amplified by the
specific terms of this Agreement, all of the terms and provisions of the
Plan are incorporated by reference in this document. A copy of the Plan is
attached hereto as Exhibit A.
Executed as of the Date of Xxxxx.
MIDAMERICAN ENERGY
HOLDINGS COMPANY
BY: /s/ Xxxxxx X. XxXxxxxx
----------------------
Name:
Title:
OPTIONEE'S Acknowledgment and Agreement:
Optionee hereby acknowledges he or she has received a copy of the Plan and
Shareholders Agreement, and further acknowledges that Optionee has read the
terms and conditions thereof. In order for this Agreement of Xxxxx to be
effective, as of the Date of Xxxxx, Optionee accepts and agrees to be bound by
all of the terms and conditions of the Plan, this Agreement and Shareholders
Agreement.
Acknowledged and Agreed:
OPTIONEE
/s/ Xxxxxxx X. Xxxx
-------------------
(Signature)
Xxxxxxx X. Xxxx
---------------
(Print Name)
Lists of Exhibits: Exhibit A: 2000 Stock Option Plan
Attachment
-2-
MIDAMERICAN ENERGY
HOLDINGS COMPANY
2000 Stock Option Plan
NON-QUALIFIED STOCK OPTION AGREEMENT
MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa Corporation (the "Company")
pursuant to and for the purposes set forth in its 2000 Stock Option Plan (the
"Plan"), hereby grants to the following named person (the "Optionee"), a
non-qualified option ("Option") to purchase the number of shares of the
Company's common stock, no par value ("Common Stock"), at the price per share
specified below, subject to the terms and conditions hereinafter set forth:
1. The "Optionee" is Xxxxxxx X. Xxxx.
2. Number of Shares. 90,000 Shares of Common Stock are granted to the Optionee
subject to the Vesting Schedule set forth in Section 5.
3. The "Option Exercise Price" is $25.8188 per share.
4. The "Option Period" begins on March 14, 2000 ("Date of Grant") and ends on
March 14, 2008 (eight years from the Date of Grant) (the "Termination
Date"), unless sooner terminated as provided herein.
5. Vesting Schedule for Exercise. The Optionee's right to purchase during the
Option Period the total number of shares of Common Stock granted hereby
shall be fully vested and exercisable as of the Date of Grant.
6. Manner of Exercise. Optionee may from time to time exercise this Option (to
the extent vested), in whole or in part, by completion of all of the
requirements set forth in the Plan. As a condition of receiving this
Option, the Optionee hereby agrees that any Shares of Common Stock acquired
pursuant to this Option shall be subject to the Shareholders Agreement
between the Optionee and the Company, dated March 14, 2000.
7. Option Period After Termination of Employment. All vested Options held by
Optionee upon termination of employment with the Company shall remain
exercisable until the Termination Date, subject to the provisions of the
Shareholders Agreement.
8. Incorporation of Plan by Reference. Except as modified or amplified by the
specific terms of this Agreement, all of the terms and provisions of the
Plan are incorporated by reference in this document. A copy of the Plan is
attached hereto as Exhibit A.
Executed as of the Date of Xxxxx.
MIDAMERICAN ENERGY
HOLDINGS COMPANY
BY: /s/ Xxxxxx X. XxXxxxxx
------------------------
Name:
Title:
OPTIONEE'S Acknowledgment and Agreement:
Optionee hereby acknowledges he or she has received a copy of the Plan and
Shareholders Agreement, and further acknowledges that Optionee has read the
terms and conditions thereof. In order for this Agreement of Xxxxx to be
effective, as of the Date of Xxxxx, Optionee accepts and agrees to be bound by
all of the terms and conditions of the Plan, this Agreement and Shareholders
Agreement.
Acknowledged and Agreed:
OPTIONEE
/s/ Xxxxxxx X. Xxxx
--------------------
(Signature)
Xxxxxxx X. Xxxx
---------------
(Print Name)
Lists of Exhibits: Exhibit A: 2000 Stock Option Plan
Attachment
-2-
MIDAMERICAN ENERGY
HOLDINGS COMPANY
2000 Stock Option Plan
NON-QUALIFIED STOCK OPTION AGREEMENT
MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa Corporation (the "Company")
pursuant to and for the purposes set forth in its 2000 Stock Option Plan (the
"Plan"), hereby grants to the following named person (the "Optionee"), a
non-qualified option ("Option") to purchase the number of shares of the
Company's common stock, no par value ("Common Stock"), at the price per share
specified below, subject to the terms and conditions hereinafter set forth:
1. The "Optionee" is Xxxxxxx X. Xxxx.
2. Number of Shares. 40,000 Shares of Common Stock are granted to the Optionee
subject to the Vesting Schedule set forth in Section 5.
3. The "Option Exercise Price" is $24.7031 per share.
4. The "Option Period" begins on March 14, 2000 ("Date of Grant") and ends on
March 14, 2008 (eight years from the Date of Grant) (the "Termination
Date"), unless sooner terminated as provided herein.
5. Vesting Schedule for Exercise. The Optionee's right to purchase during the
Option Period the total number of shares of Common Stock granted hereby
shall be fully vested and exercisable as of the Date of Grant.
6. Manner of Exercise. Optionee may from time to time exercise this Option (to
the extent vested), in whole or in part, by completion of all of the
requirements set forth in the Plan. As a condition of receiving this
Option, the Optionee hereby agrees that any Shares of Common Stock acquired
pursuant to this Option shall be subject to the Shareholders Agreement
between the Optionee and the Company, dated March 14, 2000.
7. Option Period After Termination of Employment. All vested Options held by
Optionee upon termination of employment with the Company shall remain
exercisable until the Termination Date, subject to the provisions of the
Shareholders Agreement.
8. Incorporation of Plan by Reference. Except as modified or amplified by the
specific terms of this Agreement, all of the terms and provisions of the
Plan are incorporated by reference in this document. A copy of the Plan is
attached hereto as Exhibit A.
Executed as of the Date of Xxxxx.
MIDAMERICAN ENERGY
HOLDINGS COMPANY
BY: /s/ Xxxxxx X. XxXxxxxx
----------------------
Name:
Title:
OPTIONEE'S Acknowledgment and Agreement:
Optionee hereby acknowledges he or she has received a copy of the Plan and
Shareholders Agreement, and further acknowledges that Optionee has read the
terms and conditions thereof. In order for this Agreement of Xxxxx to be
effective, as of the Date of Xxxxx, Optionee accepts and agrees to be bound by
all of the terms and conditions of the Plan, this Agreement and Shareholders
Agreement.
Acknowledged and Agreed:
OPTIONEE
/s/ Xxxxxxx X. Xxxx
--------------------
(Signature)
Xxxxxxx X. Xxxx
---------------
(Print Name)
Lists of Exhibits: Exhibit A: 2000 Stock Option Plan
Attachment
-2-
MIDAMERICAN ENERGY
HOLDINGS COMPANY
2000 Stock Option Plan
NON-QUALIFIED STOCK OPTION AGREEMENT
MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa Corporation (the "Company")
pursuant to and for the purposes set forth in its 2000 Stock Option Plan (the
"Plan"), hereby grants to the following named person (the "Optionee"), a
non-qualified option ("Option") to purchase the number of shares of the
Company's common stock, no par value ("Common Stock"), at the price per share
specified below, subject to the terms and conditions hereinafter set forth:
1. The "Optionee" is Xxxxxxx X. Xxxx.
2. Number of Shares. 100,000 Shares of Common Stock are granted to the
Optionee subject to the Vesting Schedule set forth in Section 5.
3. The "Option Exercise Price" is $24.22 per share.
4. The "Option Period" begins on March 14, 2000 ("Date of Grant") and ends on
October 18, 2008 (the "Termination Date"), unless sooner terminated as
provided herein.
5. Vesting Schedule for Exercise. The Optionee's right to purchase during the
Option Period the total number of shares of Common Stock granted hereby
shall be fully vested and exercisable as of the Date of Grant.
6. Manner of Exercise. Optionee may from time to time exercise this Option (to
the extent vested), in whole or in part, by completion of all of the
requirements set forth in the Plan. As a condition of receiving this
Option, the Optionee hereby agrees that any Shares of Common Stock acquired
pursuant to this Option shall be subject to the Shareholders Agreement
between the Optionee and the Company, dated March 14, 2000.
7. Option Period After Termination of Employment. All vested Options held by
Optionee upon termination of employment with the Company shall remain
exercisable until the Termination Date, subject to the provisions of the
Shareholders Agreement.
8. Incorporation of Plan by Reference. Except as modified or amplified by the
specific terms of this Agreement, all of the terms and provisions of the
Plan are incorporated by reference in this document. A copy of the Plan is
attached hereto as Exhibit A.
Executed as of the Date of Xxxxx.
MIDAMERICAN ENERGY
HOLDINGS COMPANY
BY: /s/ Xxxxxx X. XxXxxxxx
----------------------
Name:
Title:
OPTIONEE'S Acknowledgment and Agreement:
Optionee hereby acknowledges he or she has received a copy of the Plan and
Shareholders Agreement, and further acknowledges that Optionee has read the
terms and conditions thereof. In order for this Agreement of Xxxxx to be
effective, as of the Date of Xxxxx, Optionee accepts and agrees to be bound by
all of the terms and conditions of the Plan, this Agreement and Shareholders
Agreement.
Acknowledged and Agreed:
OPTIONEE
/s/ Xxxxxxx X. Xxxx
-------------------
(Signature)
Xxxxxxx X. Xxxx
---------------
(Print Name)
Lists of Exhibits: Exhibit A: 2000 Stock Option Plan
Attachment
-2-
MIDAMERICAN ENERGY
HOLDINGS COMPANY
2000 Stock Option Plan
NON-QUALIFIED STOCK OPTION AGREEMENT
MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa Corporation (the "Company")
pursuant to and for the purposes set forth in its 2000 Stock Option Plan (the
"Plan"), hereby grants to the following named person (the "Optionee"), a
non-qualified option ("Option") to purchase the number of shares of the
Company's common stock, no par value ("Common Stock"), at the price per share
specified below, subject to the terms and conditions hereinafter set forth:
1. The "Optionee" is Xxxxxxx X. Xxxx.
2. Number of Shares. 100,000 Shares of Common Stock are granted to the
Optionee subject to the Vesting Schedule set forth in Section 5.
3. The "Option Exercise Price" is $29.0063 per share.
4. The "Option Period" begins on March 14, 2000 ("Date of Grant") and ends on
March 14, 2008 (eight years from the Date of Grant) (the "Termination
Date"), unless sooner terminated as provided herein.
5. Vesting Schedule for Exercise. The Optionee's right to purchase during the
Option Period the total number of shares of Common Stock granted hereby
shall be fully vested and exercisable as of the Date of Grant.
6. Manner of Exercise. Optionee may from time to time exercise this Option (to
the extent vested), in whole or in part, by completion of all of the
requirements set forth in the Plan. As a condition of receiving this
Option, the Optionee hereby agrees that any Shares of Common Stock acquired
pursuant to this Option shall be subject to the Shareholders Agreement
between the Optionee and the Company, dated March 14, 2000.
7. Option Period After Termination of Employment. All vested Options held by
Optionee upon termination of employment with the Company shall remain
exercisable until the Termination Date, subject to the provisions of the
Shareholders Agreement.
8. Incorporation of Plan by Reference. Except as modified or amplified by the
specific terms of this Agreement, all of the terms and provisions of the
Plan are incorporated by reference in this document. A copy of the Plan is
attached hereto as Exhibit A.
Executed as of the Date of Xxxxx.
MIDAMERICAN ENERGY
HOLDINGS COMPANY
BY: /s/ Xxxxxx X. XxXxxxxx
-----------------------
Name:
Title:
OPTIONEE'S Acknowledgment and Agreement:
Optionee hereby acknowledges he or she has received a copy of the Plan and
Shareholders Agreement, and further acknowledges that Optionee has read the
terms and conditions thereof. In order for this Agreement of Xxxxx to be
effective, as of the Date of Xxxxx, Optionee accepts and agrees to be bound by
all of the terms and conditions of the Plan, this Agreement and Shareholders
Agreement.
Acknowledged and Agreed:
OPTIONEE
/s/ Xxxxxxx X. Xxxx
-------------------
(Signature)
Xxxxxxx X. Xxxx
---------------
(Print Name)
Lists of Exhibits: Exhibit A: 2000 Stock Option Plan
Attachment
-2-
MIDAMERICAN ENERGY
HOLDINGS COMPANY
2000 Stock Option Plan
NON-QUALIFIED STOCK OPTION AGREEMENT
MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa Corporation (the "Company")
pursuant to and for the purposes set forth in its 2000 Stock Option Plan (the
"Plan"), hereby grants to the following named person (the "Optionee"), a
non-qualified option ("Option") to purchase the number of shares of the
Company's common stock, no par value ("Common Stock"), at the price per share
specified below, subject to the terms and conditions hereinafter set forth:
1. The "Optionee" is Xxxxxxx X. Xxxx.
2. Number of Shares. 25,000 Shares of Common Stock are granted to the Optionee
subject to the Vesting Schedule set forth in Section 5.
3. The "Option Exercise Price" is $34.6906 per share.
4. The "Option Period" begins on March 14, 2000 ("Date of Grant") and ends on
March 14, 2008 (eight years from the Date of Grant) (the "Termination
Date"), unless sooner terminated as provided herein.
5. Vesting Schedule for Exercise. The Optionee's right to purchase during the
Option Period the total number of shares of Common Stock granted hereby
shall be fully vested and exercisable as of the Date of Grant.
6. Manner of Exercise. Optionee may from time to time exercise this Option (to
the extent vested), in whole or in part, by completion of all of the
requirements set forth in the Plan. As a condition of receiving this
Option, the Optionee hereby agrees that any Shares of Common Stock acquired
pursuant to this Option shall be subject to the Shareholders Agreement
between the Optionee and the Company, dated March 14, 2000.
7. Option Period After Termination of Employment. All vested Options held by
Optionee upon termination of employment with the Company shall remain
exercisable until the Termination Date, subject to the provisions of the
Shareholders Agreement.
8. Incorporation of Plan by Reference. Except as modified or amplified by the
specific terms of this Agreement, all of the terms and provisions of the
Plan are incorporated by reference in this document. A copy of the Plan is
attached hereto as Exhibit A.
Executed as of the Date of Xxxxx.
MIDAMERICAN ENERGY
HOLDINGS COMPANY
BY: /s/ Xxxxxx X. XxXxxxxx
----------------------
Name:
Title:
OPTIONEE'S Acknowledgment and Agreement:
Optionee hereby acknowledges he or she has received a copy of the Plan and
Shareholders Agreement, and further acknowledges that Optionee has read the
terms and conditions thereof. In order for this Agreement of Xxxxx to be
effective, as of the Date of Xxxxx, Optionee accepts and agrees to be bound by
all of the terms and conditions of the Plan, this Agreement and Shareholders
Agreement.
Acknowledged and Agreed:
OPTIONEE
/s/ Xxxxxxx X. Xxxx
--------------------
(Signature)
Xxxxxxx X. Xxxx
---------------
(Print Name)
Lists of Exhibits: Exhibit A: 2000 Stock Option Plan
Attachment
-2-
MIDAMERICAN ENERGY
HOLDINGS COMPANY
2000 Stock Option Plan
NON-QUALIFIED STOCK OPTION AGREEMENT
MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa Corporation (the "Company")
pursuant to and for the purposes set forth in its 2000 Stock Option Plan (the
"Plan"), hereby grants to the following named person (the "Optionee"), a
non-qualified option ("Option") to purchase the number of shares of the
Company's common stock, no par value ("Common Stock"), at the price per share
specified below, subject to the terms and conditions hereinafter set forth:
1. The "Optionee" is Xxxxxxx X. Xxxx.
2. Number of Shares. 25,000 Shares of Common Stock are granted to the Optionee
subject to the Vesting Schedule set forth in Section 5.
3. The "Option Exercise Price" is $29.0063 per share.
4. The "Option Period" begins on March 14, 2000 ("Date of Grant") and ends on
March 14, 2008 (eight years from the Date of Grant) (the "Termination
Date"), unless sooner terminated as provided herein.
5. Vesting Schedule for Exercise. The Optionee's right to purchase during the
Option Period the total number of shares of Common Stock granted hereby
shall be fully vested and exercisable as of the Date of Grant.
6. Manner of Exercise. Optionee may from time to time exercise this Option (to
the extent vested), in whole or in part, by completion of all of the
requirements set forth in the Plan. As a condition of receiving this
Option, the Optionee hereby agrees that any Shares of Common Stock acquired
pursuant to this Option shall be subject to the Shareholders Agreement
between the Optionee and the Company, dated March 14, 2000.
7. Option Period After Termination of Employment. All vested Options held by
Optionee upon termination of employment with the Company shall remain
exercisable until the Termination Date, subject to the provisions of the
Shareholders Agreement.
8. Incorporation of Plan by Reference. Except as modified or amplified by the
specific terms of this Agreement, all of the terms and provisions of the
Plan are incorporated by reference in this document. A copy of the Plan is
attached hereto as Exhibit A.
Executed as of the Date of Xxxxx.
MIDAMERICAN ENERGY
HOLDINGS COMPANY
BY: /s/ Xxxxxx X. XxXxxxxx
----------------------
Name:
Title:
OPTIONEE'S Acknowledgment and Agreement:
Optionee hereby acknowledges he or she has received a copy of the Plan and
Shareholders Agreement, and further acknowledges that Optionee has read the
terms and conditions thereof. In order for this Agreement of Xxxxx to be
effective, as of the Date of Xxxxx, Optionee accepts and agrees to be bound by
all of the terms and conditions of the Plan, this Agreement and Shareholders
Agreement.
Acknowledged and Agreed:
OPTIONEE
/s/ Xxxxxxx X. Xxxx
--------------------
(Signature)
Xxxxxxx X. Xxxx
-------------------
(Print Name)
Lists of Exhibits: Exhibit A: 2000 Stock Option Plan
Attachment
-3-
MIDAMERICAN ENERGY
HOLDINGS COMPANY
2000 Stock Option Plan
NON-QUALIFIED STOCK OPTION AGREEMENT
MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa Corporation (the "Company")
pursuant to and for the purposes set forth in its 2000 Stock Option Plan (the
"Plan"), hereby grants to the following named person (the "Optionee"), a
non-qualified option ("Option") to purchase the number of shares of the
Company's common stock, no par value ("Common Stock"), at the price per share
specified below, subject to the terms and conditions hereinafter set forth:
1. The "Optionee" is Xxxxxxx X. Xxxx.
2. Number of Shares. 154,052 Shares of Common Stock are granted to the
Optionee subject to the Vesting Schedule set forth in Section 5.
3. The "Option Exercise Price" is $35.05 per share.
4. The "Option Period" begins on March 14, 2000 ("Date of Grant") and ends on
March 14, 2010 (ten years from the Date of Grant) (the "Termination Date"),
unless sooner terminated as provided herein.
5. Vesting Schedule for Exercise. The Optionee's right to purchase during the
Option Period the total number of shares of Common Stock granted hereby
shall vest and become exercisable as follows:
(a) One thirty-sixth (1/36th) of the shares shall vest on each monthly
anniversary of the Date of Grant; provided, however, that the Optionee is
still in the Service (as defined in the Plan) of the Company on such date.
(b) In the event the Optionee is terminated from employment by Company
without "Cause" ( as defined in the Amended and Restated Employment
Agreement dated as of May 10, 1999 by and between the Company and the
Optionee, as amended (the "Employment Agreement")), by resignation by the
for "Good Reason (as defined in the Employment Agreement), or by reason of
death or disability, any unvested Options shall become fully vested and
exercisable upon the date of such termination, subject to Section 7 hereof.
(c) In addition, all outstanding Options shall, without any further
action, immediately become fully vested and exercisable (i) upon approval
by the Company's stockholders of (A) the dissolution of the Company, (B) a
merger or consolidation of the Company where the Company is not the
surviving corporation, except for a transaction the principal purpose of
which is to change the state in which the Company is incorporated, (C) a
reverse merger in which the Company survives as an entity but in which
securities possessing more than
50 percent of the total combined voting power of the Company's securities
are transferred to a person or persons different from those who hold such
securities immediately prior to the merger or (D) the sale or other
disposition of all or substantially all of the Company's assets, (ii) the
direct or indirect acquisition by any person or related group of persons
(other than an acquisition from or by the Company or by a Company-sponsored
employee benefit plan or by a person that directly or indirectly controls,
is controlled by, or is under common control with, the Company) of
beneficial ownership (within the meaning of Rule 13d-3 of the Securities
Exchange Act of 1934, as amended) of securities possessing more than 50
percent of the total combined voting power of the Company's outstanding
voting securities; or (iii) a change in the composition of the Board of
Directors over a period of thirty-six (36) months or less such that a
majority of the Board members cease, by reason of one or more contested
elections for Board membership or by one or more actions by written consent
of stockholders, to be comprised of individuals who either (A) have been
Board members continuously since the beginning of such period or (B) have
been elected or nominated for election as Board members during such period
by at least a majority of the Board members described in clause (A) who
were still in office at the time such election or nomination was approved
by the Board.
6. Manner of Exercise. Optionee may from time to time exercise this Option (to
the extent vested), in whole or in part, by completion of all of the
requirements set forth in the Plan. As a condition of receiving this
Option, the Optionee hereby agrees that any Shares of Common Stock acquired
pursuant to this Option shall be subject to the Shareholders Agreement
between the Optionee and the Company, dated March 14, 2000.
7. Option Period After Termination of Employment. All vested Options held by
the Optionee upon termination of employment with the Company shall remain
exercisable until the Termination Date, subject to the provisions of the
Shareholders Agreement. All unvested Options shall expire on the date of
termination.
8. Incorporation of Plan by Reference. Except as modified or amplified by the
specific terms of this Agreement, all of the terms and provisions of the
Plan are incorporated by reference in this document. A copy of the Plan is
attached hereto as Exhibit A.
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Executed as of the Date of Xxxxx.
MIDAMERICAN ENERGY
HOLDINGS COMPANY
BY: /s/ Xxxxxx X. XxXxxxxx
----------------------
Name:
Title:
OPTIONEE'S Acknowledgment and Agreement:
Optionee hereby acknowledges he or she has received a copy of the Plan and
Shareholders Agreement, and further acknowledges that Optionee has read the
terms and conditions thereof. In order for this Agreement of Xxxxx to be
effective, as of the Date of Xxxxx, Optionee accepts and agrees to be bound by
all of the terms and conditions of the Plan, this Agreement and Shareholders
Agreement.
Acknowledged and Agreed:
OPTIONEE
/s/ Xxxxxxx X. Xxxx
--------------------
(Signature)
Xxxxxxx X. Xxxx
---------------
(Print Name)
Lists of Exhibits: Exhibit A: 2000 Stock Option Plan
Attachment
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