AMENDMENT AGREEMENTAmendment Agreement • November 14th, 2003 • Cogentrix Energy Inc • Electric services
The Company and the Employee are parties to (i) an Amended and Restated Employment Agreement dated as of May 1, 1997, and amended on August 14, 2000, February 16, 2001, September 21, 2001, November 12, 2001 and September 26, 2003 (the "Employment Agreement"), covering the terms and conditions of the Employee's employment with the Company and (ii) a Profit-Sharing Agreement (the "Profit-Sharing Agreement") covering the terms and conditions of the Employee's participation in the Cogentrix Profit-Sharing Plan. The Company and the Employee desire to further amend the Employment Agreement and the Profit-Sharing Agreement in certain respects, and this Agreement sets forth such amendments. NOW, THEREFORE, in consideration of the Statement of Purpose and the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. Effectiveness of Agreement. This Agreement shall become effective upon, and only upon, (1) the "Closing" (as defined in that certain Share Purc
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2003 • Cogentrix Energy Inc • Electric services
The Company and the Executive are parties to (i) an Executive Employment Agreement effective as of January 1, 1994 (the "Employment Agreement"), and amended on February 16, 2001 and November 12, 2001, covering the terms and conditions of the Executive's employment with the Company and (ii) a Profit-Sharing Agreement (the "Profit-Sharing Agreement") covering the terms and conditions of the Executive's participation in the Cogentrix Profit-Sharing Plan. The Executive is also a participant in the Cogentrix Energy, Inc. Select Management Committee Members Transaction Bonus Program (the "Program"). The Company and the Executive desire to further amend the Employment Agreement and the Profit-Sharing Agreement, each as heretofore amended, and the Program in certain respects, and this Agreement sets forth such amendments. NOW, THEREFORE, in consideration of the Statement of Purpose and the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. Effecti
PROFIT-SHARING PLAN AGREEMENTProfit-Sharing Plan Agreement • November 14th, 2003 • Cogentrix Energy Inc • Electric services • North Carolina
THIS PROFIT-SHARING PLAN AGREEMENT (the "Agreement") dated as of August 14, 2003 among COGENTRIX ENERGY, INC. ("Employer") and James E. Lewis ("Employee") shall constitute the exclusive terms and conditions on which Employee may participate in the Cogentrix Profit-Sharing Plan (the "Profit-Sharing Plan") offered by Cogentrix to certain management-level employees. Employer hereby offers Employee participation in the Profit-Sharing Plan in accordance with the terms set forth herein in consideration for Employee's ability, loyalty, dedication and valuable service to Employer and for other good and valuable consideration the sufficiency of which is hereby mutually acknowledged: SECTION I. DEFINITIONS 1. Defined Terms. As used in this Agreement, the following terms have the following meanings (such definitions to be equally applicable to both singular and plural forms of the terms defined):
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2003 • Cogentrix Energy Inc • Electric services
The Company and the Employee are parties to (i) an Amended and Restated Employment Agreement dated as of May 1, 1997 (the "Employment Agreement"), and amended on August 14, 2000, February 16, 2001, September 21, 2001 and November 12, 2001, covering the terms and conditions of the Employee's employment with the Company and (ii) a Profit-Sharing Agreement (the "Profit-Sharing Agreement") covering the terms and conditions of the Employee's participation in the Cogentrix Profit-Sharing Plan. The Company and the Employee desire to further amend the Employment Agreement and the Profit-Sharing Agreement, each as heretofore amended, in certain respects, and this Agreement sets forth such amendments. NOW, THEREFORE, in consideration of the Statement of Purpose and the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. Effectiveness and Term of Agreement. This Agreement shall become effective only in the event a "Change of Control" (as defined in th
AMENDMENT AGREEMENTAmendment Agreement • November 14th, 2003 • Cogentrix Energy Inc • Electric services
The Company and the Employee are parties to an Employment Agreement dated as of August 14, 2003 (the "Employment Agreement"), covering the terms and conditions of the Employee's employment with the Company. The Company and the Employee desire to amend the Employment Agreement in certain respects, and this Agreement sets forth such amendments. NOW, THEREFORE, in consideration of the Statement of Purpose and the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. Effectiveness of Agreement. This Agreement shall become effective upon, and only upon, (i) the "Closing" (as defined in that certain Share Purchase Agreement dated as of October 17, 2003, among GS Power Holdings, LLC, the Company and the Company's shareholders (as such agreement may be amended from time to time, the "Purchase Agreement")), (ii) the Employee's survival to the date of such Closing, and (iii) the execution and delivery by The Goldman Sachs Group, Inc. ("Goldman") to the E
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2003 • Cogentrix Energy Inc • Electric services • North Carolina
THIS EMPLOYMENT AGREEMENT, dated as of August 14, 2003 (the "Agreement"), is made by and between COGENTRIX ENERGY, INC., a North Carolina corporation (the "Company"), and JAMES E. LEWIS (the "Employee"). WHEREAS, the Company is in the business of developing and operating independent power and cogeneration facilities (the "Business"); and WHEREAS, the Company and the Employee desire that the Company employ the Employee, and the Employee accept employment, as the Chief Executive Officer ("CEO") of the Company upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties herein contained, the Company and the Employee hereby agree as follows: l. Duties. 1.1. During the Term (as defined below), the Employee shall be the CEO of the Company (or such other and comparable title and position as shall be given the Employee by the Board of Directors of the Company (the "Board")),
AGREEMENTAgreement this Agreement • November 14th, 2003 • Cogentrix Energy Inc • Electric services • North Carolina
WHEREAS, the Company is in the business of developing and operating independent power and cogeneration facilities (the "Business"); and WHEREAS, the Executive is currently Chairman and Chief Executive Officer of the Company; and WHEREAS, there is an Employment Agreement between the parties dated August 11, 2000, with a term of employment extending at least until August 11, 2005 (the "Employment Agreement"); and WHEREAS, Company and Executive desire to enter into this Agreement to conclude the employment relationship, resolve all matters by and among them relating to Executive's employment and separation from employment as Chief Executive Officer of the Company and to provide for Executive's continued service as Chairman of the Company; and WHEREAS, the Parties acknowledge and agree that this Agreement is supported by valuable consideration and is entered into voluntarily by the Parties; NOW, THEREFORE, in exchange for the premises and mutual covenants contained in th
