Exhibit 10.14
The attached form of employment agreement between TNPC, Inc. and the executive
officers of TNPC has been executed by each of the following individuals:
H. Xxxxxx Xxxxxxxx
Xxxxxxx X Xxxxxx
Xxxxx X. Xxxxx
Xxxx X. Xxxxx
X.X.X. Xxxxx
Xxxx Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxx
Also attached to the form of employment agreement as Exhibit A thereto are the
specific details of the employment arrangement of each of the individuals listed
above.
EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
This Agreement, including the attached "Exhibit A," is entered into
between TNPC, Inc., a Delaware corporation ("TNPC"), on its behalf and on behalf
of its subsidiaries, and _____________ ("Employee"), to be effective as of
_____________, 2000 (the "Effective Date"). TNPC and Employee agree as follows:
ARTICLE 1: EMPLOYMENT, COMPENSATION AND BENEFITS
1.1 TERM AND POSITION. TNPC agrees to employ Employee, and Employee
agrees to be employed by TNPC, in the position, at the location, and for the
term described on Exhibit A, as that term may be extended under Section 1.4
hereof (hereinafter "Term"). Employee agrees to discharge to the best of his or
her ability the duties of this position, and to serve in such other capacity and
perform such other duties consistent with the identified position as TNPC may
direct. Employee agrees to devote Employee's entire working time to this
position and not to engage in any other business interest or activities except
with written consent of the TNPC Board of Directors, or to such person or
committee as they may delegate.
1.2 COMPENSATION. Employee shall be paid as set forth on Exhibit A.
Employee's Monthly Base Salary shall be paid in semi-monthly installments,
subject to withholding of all federal, state, city, or other taxes or
withholdings as may be required by law.
1.3 BENEFITS. Employee shall be allowed to participate, on the same
basis generally as other employees employed in the same or similar positions, in
all general employee benefit plans and programs that TNPC has made available to
other similarly-situated employees. Nothing in this Agreement is to be construed
to provide greater rights, participation, coverage, or benefits than provided to
similarly-situated employees pursuant to the terms of such benefit plans and
programs. TNPC is not obligated to institute, maintain, or refrain from
changing, amending, or discontinuing any such benefit program or plan, so long
as such actions are similarly applicable to covered employees generally. Copies
of any applicable benefit plans will be made available to Employee upon request.
1.4 EXTENSION OF TERM. TNPC may extend the Term of this Agreement
specified in Exhibit A for a period of one year upon written notice to the
Employee that the Term has been extended and upon written acceptance by
Employee to such effect. Such notice shall occur on or before six months
prior to the end of the Term, and, with respect to any previous extensions,
on or before six months prior to the conclusion of such extension.
ARTICLE 2: TERMINATION OF EMPLOYMENT
2.1 TERMINATION BY TNPC. TNPC may terminate Employee's employment
before the Term expires for the following reasons:
a. CAUSE. TNPC may discharge Employee for cause and terminate
this Agreement without any further liability hereunder to Employee or
his or her estate, other
than the obligation to pay the Employee's Monthly Base Salary accrued
to the date of termination. A discharge for cause will include a
discharge following a determination by TNPC that Employee:
1. has materially failed to perform the duties
assigned to Employee under this Agreement, or has abandoned
those assigned duties, and has not remedied the situation
within 15 days after receipt of written notice from TNPC
specifying the failure or abandonment;
2. has failed to abide by TNPC's policies, rules,
procedures or directives and has not remedied the situation
within 15 days after receipt of written notice from TNPC
specifying the failures;
3. has acted with gross negligence or with willful
misconduct in his or her conduct which resulted or could have
resulted in harm to TNPC's standing among stockholders,
customers, suppliers, employees or other business
relationships;
4. has been found guilty by, or has entered a plea of
NOLO CONTENDERE with, a court of law with respect to fraud,
dishonesty and/or a felony crime; or
5. has engaged in other misconduct, including but not
limited to, breach of fiduciary duty, theft, fraud,
dishonesty, embezzlement, violation of securities laws,
violation of employment-related laws (including but not
limited to laws prohibiting discrimination of employment), or
falsification of employment applications or other business
records.
b. INVOLUNTARY TERMINATION. TNPC may involuntarily terminate
Employee's employment, including a termination without cause. Upon an
Involuntary Termination before the Term expires, Employee is entitled
to receive the then-current Monthly Base Salary and Annual Target Bonus
(for each year or portion of a year on a pro rata basis) for the
remaining Term set forth in Exhibit A as if Employee's employment had
continued for the full Term of this Agreement; provided, however, that
once the final year of the initial Term specified in Exhibit A is
reached, and with respect to any extension of that Term as may occur
under Section 1.4, Employee shall, notwithstanding any then-extended
Term, be entitled to receive a maximum of twelve months of Employee's
Monthly Base Salary and the Annual Target Bonus for one year
(determined at the then-current levels), and further provided that if
Employee subsequently accepts employment with a competitor of TNPC, or
with a firm or enterprise considering becoming a competitor of TNPC, no
further payments of salary or bonus amounts (including, without
limitation, any Monthly Base Salary or Annual Target Bonus) are
required as of the first day of such employment by Employee. Employee
will also be entitled to the value of all vacation days accrued as of
the date of his or her Involuntary Termination; all other benefits,
other than benefits to which Employee is entitled under the terms of
applicable benefit, stock, or other such plans, shall cease.
c. DEATH/DISABILITY. Termination of employment shall occur
upon Employee's (i) death, or (ii) becoming incapacitated or disabled
so as to entitle Employee to benefits under TNPC's long-term disability
plan (which entitlement, for purposes of this Agreement, shall be
determined by TNPC), or (iii) becoming permanently and totally unable
to perform Employee's duties, even with reasonable accommodation as a
result of any physical or mental impairment, which determination is
supported by a written opinion by a physician selected by TNPC. Upon
termination of employment under this subsection, Employee or Employee's
heirs or beneficiaries shall be entitled only to Employee's pro rata
Monthly Base Salary through the date of such termination, the pro rata
portion of Employee's Annual Target Bonus opportunity applicable to the
year in which death or disability occurred, and the value of all
accrued vacation days as of the date of death or disability; all future
compensation and benefits, other than benefits to which Employee is
entitled under the terms of applicable benefit, stock, or other such
plans, shall cease.
2.2 EFFECT OF A CHANGE OF CONTROL. In the event of a Change of Control
as defined in Section 2.3 of the TNPC 2000 Stock Plan in effect as of the
Effective Date, and as qualified by Article 9 thereof with respect to the period
prior to a "Trigger Event" as defined therein, Employee shall have one year from
the consummation of a Change of Control to determine whether to terminate his or
her employment on account of the Change of Control by providing written notice
to TNPC to such effect within such one year period. In the event Employee so
elects to terminate his or her employment, and unless Employee enters into a new
employment agreement with TNPC or the entity existing subsequent to the Change
of Control, Employee is entitled to receive the then-current Monthly Base Salary
and Annual Target Bonus (for each year or portion of a year on a pro rata basis)
for the remaining Term set forth in Exhibit A as if Employee's employment had
continued for the full Term of this Agreement; provided, however, that once the
final year of the initial Term specified in Exhibit A is reached, and with
respect to any extensions of that Term as may occur under Section 1.4, Employee
shall, notwithstanding any then-extended Term, be entitled to receive a maximum
of twelve months of Employee's Monthly Base Salary and the Annual Target Bonus
for one year (determined at the then-current levels). With such election to
terminate his or her employment, Employee shall also be entitled to the value of
all vacation days accrued as of the date of Termination by Change of Control;
all other benefits, other than benefits to which Employee is entitled under the
terms of applicable benefit, stock, or other such plans, shall cease.
2.3 TERMINATION BY EMPLOYEE. Employee may terminate the employment
relationship before the Term expires for the following reasons:
a. BREACH BY TNPC. A material breach by TNPC of any material
provision of this Agreement which remains uncorrected for 30 days
following Employee's written notice to TNPC of such breach. Upon such a
termination, Employee shall be entitled to receive the Monthly Base
Salary and Annual Target Bonus (for each year or portion of a year on a
pro rata basis) for the remaining Term set forth in Exhibit A as if
Employee's employment had continued for the full Term of this
Agreement; provided, however, that once the final year of the initial
Term specified in Exhibit A is reached, and with respect to any
extensions of that Term as may occur under Section 1.4, Employee shall,
notwithstanding any then-extended Term, be entitled to receive a
maximum of twelve months of Employee's Monthly Base Salary and the
Annual Target Bonus for one year (determined at the then-current
levels), and further provided that if Employee accepts employment with
a competitor of TNPC, or with a firm or enterprise considering becoming
a competitor of TNPC, no further payments of salary or bonus amounts
(including, without limitation, any Monthly Base Salary or Annual
Target Bonus) are required as of the first day of such employment by
Employee. Employee will also be entitled to the value of all vacation
days accrued as of the date of his or her termination; all other
benefits, other than benefits to which Employee is entitled under the
terms of applicable benefit, stock, or other such plans, shall cease.
b. VOLUNTARY TERMINATION. Employee's resignation, for any
other reason whatsoever, in Employee's sole discretion. Upon a
Voluntary Termination before the Term expires, all of Employee's future
compensation and benefits, other than benefits to which Employee is
entitled under the terms of applicable benefit, stock, or other such
plans, shall cease as of the date of termination, and Employee shall be
entitled only to payment of the pro rata Monthly Base Salary and the
value of accrued vacation days through the date of such termination.
2.4 PAYMENTS; OFFSET. Upon termination of Employee's employment, any
and all salary, bonus, or other payments due Employee under this Agreement,
unless otherwise agreed to by TNPC, shall be paid to Employee (or Employee's
estate or legal representative, as the case may be) at the times and in the
amounts as would have been paid to Employee had Employee's employment continued,
and such amounts shall not be paid in a lump sum. In all cases where TNPC pays
additional salary or bonus, those amounts shall be offset by any amounts to
which Employee otherwise may be entitled under any severance plans, voluntary
payments, and related policies of TNPC. Similarly, any amount owed to Employee
shall be offset by any amounts (including the value of TNPC property that
Employee may retain) that Employee owes to TNPC.
2.5 CERTAIN OBLIGATIONS CONTINUE. Neither termination of employment nor
expiration of the Term terminates the continuing obligations of this Agreement,
including obligations under Articles 3, 4.1, and 4.4.
2.6 EMPLOYMENT BEYOND TERM. Should Employee remain employed by TNPC
after the Term expires, such employment shall convert to an employment-at-will
relationship, terminable at any time by either TNPC or Employee for any reason
whatsoever, with or without cause, and with or without prior notice, and no
additional payments other than those for earned salary and accrued vacation will
be owed by TNPC.
ARTICLE 3: CONFIDENTIAL INFORMATION; POST-EMPLOYMENT OBLIGATIONS
3.1 THIS AGREEMENT. The terms of this Agreement constitute Confidential
Information, and Employee shall not disclose these terms to anyone other than
Employee's spouse, attorneys, tax advisors, or as required by law. Disclosure of
these terms by Employee is a material breach of this Agreement and could subject
Employee to disciplinary action, including termination for cause.
3.2 PROPERTY OF TNPC. All written or electronic materials, records,
data, and other documents prepared or possessed by Employee during and in the
course of Employee's employment by TNPC are the property of TNPC. All
information, ideas, concepts, improvements, discoveries,
and inventions that are conceived, made, developed, or acquired by Employee
individually or in conjunction with others during Employee's employment
(whether during business hours and whether on TNPC premises or otherwise)
which relate to the business, products, or services of TNPC are the sole and
exclusive property of TNPC. All memoranda, notes, records, files,
correspondence, drawings, manuals, models, specifications, computer programs,
maps, and all other documents, data, or materials of any type embodying such
information, ideas, concepts, improvements, discoveries, and inventions are
the property of TNPC. At the termination of Employee's employment with TNPC
for any reason, Employee shall return all of TNPC's documents, data, or other
TNPC property to TNPC and shall not retain any copies thereof.
3.3 CONFIDENTIAL INFORMATION. Employee acknowledges that the business
of TNPC is subject to competition and that TNPC will provide Employee with
access to Confidential Information and specialized training relating to the
business of TNPC. "Confidential Information" means and includes confidential
and/or proprietary information and/or trade secrets that have been developed or
used and/or will be developed and that cannot be obtained readily by third
parties from outside sources. Confidential Information includes, by way of
example and without limitation, the following: information regarding customers,
employees, contractors, and the industry not generally known to the public;
strategies, methods, books, records, and documents; technical information
concerning products, equipment, services, and processes; procurement procedures
and pricing techniques; the names of and other information concerning customers,
investors, and business affiliates (such as contact name, service provided,
pricing for that customer, type and amount of services used, credit and
financial data, and/or other information relating to TNPC's relationship with
that customer); pricing strategies and price curves; positions; plans and
strategies for expansion or acquisitions; budgets; customer lists; research;
weather data; financial and sales data; trading methodologies and terms;
evaluations, opinions, and interpretations of information and data; marketing
and merchandising techniques; prospective customers' names and marks; grids and
maps; electronic databases; models; specifications; computer programs; internal
business records; contracts benefiting or obligating TNPC; bids or proposals
submitted to any third party; technologies and methods; training methods and
training processes; organizational structure; personnel information, including
salaries of personnel; payment amounts or rates paid to consultants or other
service providers; and other such confidential or proprietary information.
Employee may also have access to, or knowledge of, confidential information of
third parties, including but not limited to actual and potential customers,
suppliers, partners, joint venturers, investors, and financing sources, which
shall likewise be considered Confidential Information.
3.4 NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. Employee agrees that
Employee will not, at any time during or after Employee's employment with TNPC,
make any unauthorized disclosure of any Confidential Information or specialized
training of TNPC, or make any use thereof, except in the carrying out of his or
her employment responsibilities hereunder. Employee also agrees to preserve and
protect the confidentiality of third party Confidential Information to the same
extent, and on the same basis, as TNPC's Confidential Information. Employee
acknowledges that this Confidential Information constitutes a valuable, special,
and unique asset used by TNPC in its businesses to obtain a competitive
advantage. Employee further acknowledges that protection of such Confidential
Information against unauthorized disclosure and use is of critical importance in
maintaining the competitive position of TNPC.
3.5 NON-COMPETITION OBLIGATIONS. Employee agrees that during the Period
of Post-Employment Non-Competition Obligations defined in Exhibit A, Employee
will not, directly or indirectly, for Employee or for others, in the Geographic
Region of Responsibility described on Exhibit A (or, if Employee's Geographic
Region of Responsibility has changed, in any and all additional geographic
regions in which Employee has worked during the 12-month period immediately
preceding Employee's termination of Employment):
a. engage in the business of buying, selling, trading,
structuring, or executing transactions in commodities, assets, or
products in which TNPC is doing business, has plans to engage in
business, or has engaged in business in the preceding 12-month period,
including, but not limited to, the provision of energy commodities to
residential or small business customers, or the development of systems,
information technology, accounting, or risk management with respect to
the provision of energy commodities or other services or products that
TNPC is offering or has plans to offer;
b. engage in other types of business performed by TNPC,
including the acquiring or disposing of assets or equity investments or
providing or raising capital, through loans, equity, joint ventures,
partnerships, working interests, production payments, or similar
arrangements into products, commodities, futures, derivatives, or other
items in which TNPC currently is engaging in business, has plans to
engage in business, or has engaged in business in the preceding
12-month period without the written consent of the TNPC Board of
Directors, or to such person or committees as they may delegate;
c. perform any job, task, function, skill, or responsibility
that Employee has provided for TNPC in the preceding 12-month period
for any actual competitor or organization or firm that is considering
becoming a competitor to TNPC; or
d. render advice or services to, or otherwise assist, any
other person, association or entity in the business of "a," "b," or "c"
above.
Employee understands that the foregoing restrictions may limit his or
her ability to engage in certain businesses in the geographic region and during
the period provided for above, but acknowledges that these restrictions are
necessary to protect the Confidential Information obtained by Employee.
3.6 NON-SOLICITATION OF CUSTOMERS. For the Period of Non-Solicitation
of Customers described on Exhibit A, Employee will not call on, service, or
solicit competing business from customers of TNPC, as to whom that Employee,
within the previous twenty-four (24) months, (i) had or made contact, or (ii)
had access to Confidential Information.
3.7 NON-SOLICITATION OF EMPLOYEES. During Employee's employment, and
for a period of twelve (12) months following the termination of employment for
any reason, Employee will not, either directly or indirectly, call on, solicit,
or induce any other employee or officer of TNPC to leave the employ of TNPC, and
will not assist any other person or entity in such a solicitation.
3.8 WARRANTY AND INDEMNIFICATION. Employee warrants that Employee is
not a party to any restrictive agreement limiting Employee's activities in his
or her employment by TNPC. Employee further warrants that at the time of the
signing of this Agreement, Employee knows of no written or oral contract or of
any other impediment that would inhibit or prohibit employment with TNPC, and
that Employee will not knowingly use any trade secret, confidential information,
or other intellectual property right of any other party in the performance of
Employee's duties hereunder. Employee shall hold TNPC harmless from any and all
suits and claims arising out of any breach of such restrictive agreement or
contracts.
ARTICLE 4: MISCELLANEOUS
4.1 STATEMENTS ABOUT TNPC. Employee shall refrain, both during and
after Employee's employment, from publishing or providing any oral or written
statements about TNPC, or any of such entities' officers, directors, employees,
agents, or representatives that are disparaging, slanderous, libelous, or
defamatory; or that disclose private or confidential information about their
business affairs; or that constitute an intrusion into their private lives; or
that give rise to unreasonable publicity about their private lives; or that
place them in a false light before the public; or that constitute a
misappropriation of their name or likeness.
4.2 NOTICES. Notices and all other communications shall be in writing
and shall be deemed to have been duly given when personally delivered or when
mailed by United States registered or certified mail. Notices to TNPC shall be
sent to TNPC, Inc., 00 Xxxxxxxxx Xx., Xxxxxxxxx, Xxxxxxxxxxx 00000, Attention:
CEO, with a copy to at the same address, Attention: General Counsel. Notices and
communications to Employee shall be sent to the address Employee most recently
provided to TNPC.
4.3 NO WAIVER. No failure by either party at any time to give notice of
any breach by the other party of, or to require compliance with, any condition
or provision of this Agreement shall be deemed a waiver of any provisions or
conditions of this Agreement.
4.4 ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement, the breach thereof, Employee's employment with TNPC, or the
termination thereof, except for injunctive relief which may be obtained to
enforce the provisions of Article 3 of this Agreement, shall be resolved by
binding arbitration, commenced by the delivery of a notice of demand for
arbitration sufficient to explain the claim made and the remedy requested.
a. NOTICE OF A DEMAND FOR ARBITRATION; SELECTION OF
ARBITRATOR. The notice of any demand for arbitration shall be sent to
the opposing party as specified under Article 4.2, with a copy also
delivered to JAMS/Endispute, located at 00 Xxxxxxxx Xx., 00xx Xxxxx,
Xxx Xxxx, XX 00000. The arbitration shall be conducted by a single
arbitrator mutually agreed to by the parties to this Agreement from a
panel submitted by JAMS/Endispute, or otherwise. If the parties do not
reach agreement as to an arbitrator within 30 days of the notice of
arbitration, JAMS/Endispute shall appoint an arbitrator.
b. DISCOVERY AND SCHEDULING. The arbitration proceeding shall
be governed by the procedures specified by JAMS/Endispute to the extent
they do not conflict with this
Agreement. Within 30 days of the notice of a demand for arbitration,
both parties shall exchange with one another documents in their
respective possession that are relevant to the dispute. There shall
be no interrogatories or depositions taken in preparation for the
arbitration; provided, however, that the arbitrator may permit
limited deposition discovery in extraordinary circumstances and if
necessary to avoid manifest injustice. The grieving party shall file
a written statement explaining his, her, or in the case of TNPC, its
claim, including relevant documentation, within 45 days of the
notice for arbitration; the opposing party shall respond within 30
days thereafter; and the grieving party may reply within 15 days of
the response. The arbitrator shall use best efforts to resolve the
dispute within 30 days of the submission of these written materials,
and shall render an award, together with a short explanation of the
basis for that award. The parties do not contemplate that live
testimony or hearing would be required for resolving any dispute,
but the arbitrator may require limited hearings if he or she believes
it would be necessary to a fair resolution of the dispute and the
hearings can be conducted within the schedule specified herein.
c. AUTHORITY OF THE ARBITRATOR. The arbitrator shall not have
the power to add or to ignore any of the terms and conditions of this
Agreement. His or her decision shall not go beyond what is necessary
for the interpretation and application of this Agreement and the
obligations of the parties under this Agreement. The parties shall
share the fees of the arbitrator equally and each party will bear its
own costs. If the arbitrator awards a monetary amount to either party
in excess of $1 million, the party against whom the award was made may
seek judicial resolution of the dispute under a DE novo standard before
any court with appropriate jurisdiction over the matter.
d. NO PUNITIVE DAMAGES. Neither party is entitled to punitive
damages, whether in arbitration or in a proceeding before a court with
appropriate jurisdiction and authority to consider claims under this
Agreement.
4.5 CHOICE OF LAW. This Agreement shall be governed by the law of the
State of Delaware, without giving effect to principles of conflicts of laws.
4.6 ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of TNPC and any other person, association, or entity that may acquire or
succeed to all or substantially all of the business or assets of TNPC. TNPC may
assign this Agreement to any affiliate or other entity. Employee's rights and
obligations under this Agreement are personal, and they shall not be assigned or
transferred without the prior written consent of TNPC's CEO or General Counsel.
4.7 OTHER AGREEMENTS. This Agreement replaces and merges other previous
agreements, including those Employee may have had with Enron Corp. or any of its
affiliates or subsidiaries, and discussions pertaining to the nature of, term,
and termination of Employee's employment relationship with TNPC, and this
Agreement constitutes the entire agreement of the parties with respect to such
subject matters. No representation, inducement, promise, or agreement has been
made by either party with respect to such subject matters, and no agreement,
statement, or promise relating to the employment of Employee by TNPC that is not
contained in this Agreement shall be valid or binding. Any modification of this
Agreement will be effective only if it is in writing and signed by Employee and
TNPC's CEO, General Counsel, or Chairman of the Board of Directors.
4.8 REFERENCES TO THE CEO OR GENERAL COUNSEL. In the case of the Chief
Executive Officer and the General Counsel of TNPC, to the extent that their
respective employment agreements refer to notices to or approvals by the CEO or
the General Counsel, then as to the CEO, notice or approval shall be to or by
the Board of Directors, and as to the General Counsel, notice or approval shall
be to or by the CEO.
4.9 INVALIDITY. Should any provision(s) in this Agreement be held by a
court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall be unaffected and shall continue in full force and
effect, and the invalid, void or unenforceable provision(s) shall be deemed not
to be part of this Agreement.
IN WITNESS WHEREOF, TNPC and Employee have executed this Agreement to
be effective on the first date of the Term.
TNPC, INC. EMPLOYEE
By:
------------------------ ---------------------------------
Name: This ____ day of ___________, 2000
------------------
Title:
------------------
This ___ day of _______, 2000
"EXHIBIT A" TO
EMPLOYMENT AGREEMENT
BETWEEN
TNPC AND H. XXXXXX XXXXXXXX
Term: Four (4) years
Position: President and Chief Executive Officer of
TNPC, Inc.
Reporting Relationship: Reporting to the Board of Directors
Location: Greenwich, Connecticut or within 20 miles of
current location
Annual and Monthly Base Salary: $700,000 annually; $58,333.33 monthly
Annual Target Bonus Opportunity: 150% of Annual Base Salary for calendar
years 2000 through 2003. Target bonus
payments are determined at the discretion
of the Board, based on Employee performance
and the overall performance of TNPC for that
year. Such bonus payments will be payable in
the first quarter of the subsequent year.
Stock Option Grants: The Stock Options identified in the S-1
Registration Statement (First Amendment),
will be granted under a Stock Option
Agreement pursuant to and governed by the
TNPC 2000 Stock Plan.
Other Financial Consideration: Company shall pay Employee other
consideration in the amount of $780,000 on
or about February 17, 2000. If the employee
terminates his employment within one (1)
year of signing this Agreement, Employee
must repay the above payment in full to
Company. The foregoing obligation of
Employee shall be secured by a pledge of any
and all shares of Common Stock (as hereafter
defined) issued to employee.
Company will provide to Employee, at no cost
to Employee, a split dollar whole life
insurance policy with a cash balance at
inception in the amount of $4,000,000.00.
The Restricted Stock identified in the S-1
Registration Statement (First Amendment)
will be granted under a
Restricted Stock Agreement pursuant to and
governed by the TNPC Inc., 2000 Stock Plan.
Period of Post-Employment
Non-Competition Obligations
and Period of Non-Solicitation of
Customers: Employee's obligations in section 3.5,
Non-Competition Obligations, and section
3.6, Non-Solicitation of Customers, shall
survive the termination of employment and
extend twelve months after Employee's
termination of employment, except that this
period shall be reduced to six months in the
event of an involuntary termination or a
termination on account of material breach by
TNPC.
Geographic Region of All fifty states in the United States, as
Responsibility: well as the District of Columbia.
This Agreement supercedes the Employment Agreement dated January 24, 2000
between EMW Energy Services Corp. and H. Xxxxxx Xxxxxxxx.
TNPC, INC. H. XXXXXX XXXXXXXX
By: /s/ XXX X. XXX /s/ H. E. XXXXXXX
------------------------- --------------------------------
Name: Xxx X. Xxx This 14th day of September, 2000
------------------
Title: Non-Executive Chairman
----------------------
This 13th day of September, 2000
"EXHIBIT A" TO
EMPLOYMENT AGREEMENT
BETWEEN
TNPC AND XXXXXXX X. XXXXXX
Term: Four (4) years
Position: Managing Director, Chief Financial Officer
Reporting Relationship: Reporting to H. Xxxxxx Xxxxxxxx, President
and CEO
Location: Greenwich, Connecticut or within 20 miles of
current location
Annual and Monthly Base Salary: $600,000 annually; $50,000 monthly
Annual Target Bonus Opportunity: 100% of Annual Base Salary.
Target bonus payments are determined at the
recommendation of the CEO and as reviewed
and approved by the Compensation Committee,
based on Employee performance and the
overall performance of TNPC for that year.
Such bonus payments will be payable in the
first quarter of the subsequent year.
Stock Option Grants: The Stock Options identified in the S-1
Registration Statement (First Amendment),
will be granted under a Stock Option
Agreement pursuant to and governed by the
TNPC 2000 Stock Plan.
Other Financial Consideration: "Make whole" arrangement: $6,700,000,
subject to the accumulation of interest or
other earnings, which begins at employee's
start of employment, and with reasonable
efforts to minimize income and other taxes
that might otherwise be applicable, will be
placed in a deferred compensation plan that
is being prepared. Subject to tax
considerations and changes upon the mutual
agreement of the parties, these amounts will
vest in equal amounts (1/5) as follows: 20%
at start date of employment; 20% on December
31st of 2000, 2001, 2002 and 2003.
The restricted stock identified in the S-1
Registration statement (First Amendment)
will be granted under a Restricted Stock
Agreement pursuant to and governed by the
TNPC Inc., 2000 Stock Plan.
Period of Post-Employment
Non-Competition Obligations
and Period of Non-Solicitation of
Customers: Employee's obligations in section 3.5,
Non-Competition Obligations, and section
3.6, Non-Solicitation of Customers, shall
survive the termination of employment and
extend twelve months after Employee's
termination of employment, except that this
period shall be reduced to six months in the
event of an involuntary termination or a
termination on account of material breach by
TNPC.
Geographic Region of All fifty states in the United States, as
Responsibility: well as the District of Columbia.
TNPC, INC. XXXXXXX X. XXXXXX
By: /s/ H. E. XXXXXXX /s/ XXXXXXX X XXXXXX
--------------------------------- --------------------------------
Name: H. Xxxxxx Xxxxxxxx This 12th day of September, 2000
-------------------
Title: CEO
-------------------
This 11th day of September, 2000
"EXHIBIT A" TO
EMPLOYMENT AGREEMENT
BETWEEN
TNPC AND XXXXX XXXXX
Term: Four (4) years
Position: Managing Director, Chief Marketing Officer
Reporting Relationship: Reporting to H. Xxxxxx Xxxxxxxx, President
and CEO
Location: Greenwich, Connecticut or within 20 miles of
current location
Annual and Monthly Base Salary: Annual Base Salary of $257,000 ($21,417.67
monthly); increased to $360,000 ($30,000
monthly) upon relocation to the Greenwich,
Connecticut area.
Annual Target Bonus Opportunity: 100% of Average Base Salary. Target bonus
payments are determined at the
recommendation of the CEO and as reviewed
and approved by the Compensation Committee,
based on Employee performance and the
overall performance of TNPC for that year.
Such bonus payments will be payable in the
first quarter of the subsequent year.
Stock Option Grants: The Stock Options identified in the S-1
Registration Statement (First Amendment),
will be granted under a Stock Option
Agreement pursuant to and governed by the
TNPC 2000 Stock Plan.
Other Financial Consideration: Home purchase assistance loan in the amount
of $638,000, with principal amount forgiven
in equal increments over a five (5) year
period, subject to the loan agreement.
Period of Post-Employment
Non-Competition Obligations
and Period of Non-Solicitation of
Customers: Employee's obligations in section 3.5,
Non-Competition Obligations, and section
3.6, Non-Solicitation of Customers, shall
survive the termination of employment and
extend twelve months after Employee's
termination of employment, except that this
period shall be reduced to six months in the
event of an involuntary termination or a
termination on account of material breach by
TNPC.
Geographic Region of All fifty states in the United States, as
Responsibility: well as the District of Columbia.
TNPC, INC. XXXXX XXXXX
By: /s/ H.E. Xxxxxxxx /s/ Xxx Xxxxx
---------------------------------- --------------------------------
Name: H. Xxxxxx Xxxxxxxx This 12th day of September, 2000
-----------------------
Title: CEO
----------------------
This 11th day of September, 2000
"EXHIBIT A" TO
EMPLOYMENT AGREEMENT
BETWEEN
TNPC AND XXXX XXXXX
Term: Four (4) years
Position: Managing Director, Law and Government
Affairs
Reporting Relationship: Reporting to H. Xxxxxx Xxxxxxxx, President
and CEO
Location: Greenwich, Connecticut or within 20 miles
of current location
Annual and Monthly Base Salary: $350,000 annually; $29,166.66 monthly
Annual Target Bonus Opportunity: 100% of Annual Base Salary. Target bonus
payments are determined at the
recommendation of the CEO and as reviewed
and approved by the Compensation Committee,
based on Employee performance and the
overall performance of TNPC for that year.
Such bonus payments will be payable in the
first quarter of the subsequent year.
Stock Option Grants: The Stock Options identified in the S-1
Registration Statement (First Amendment),
will be granted under a Stock Option
Agreement pursuant to and governed by the
TNPC 2000 Stock Plan.
Other Financial Consideration: "Make whole" arrangement: $5,000,000,
subject to the accumulation of interest or
other earnings, which begin at employee's
start of employment, and with reasonable
efforts to minimize income and other taxes
that might be applicable, will be placed in
a deferred compensation plan that is being
prepared. Subject to tax considerations and
changes upon the mutual agreement of the
parties, these amounts will vest in equal
annual installments (1/3) on December 31st
of each of the following years: 2000, 2001
and 2002.
Moving expense reimbursement for moving
within two (2) years of start of employment
under plan similar to the applicable Enron
plan, but which reimburses all reasonable
out-of-pocket expenses associated with the
move, including moving costs, real estate
sales commissions, and closing or
other transaction costs in selling one home
and buying another.
Period of Post-Employment
Non-Competition Obligations
and Period of Non-Solicitation of
Customers: Employee's obligations in section 3.5,
Non-Competition Obligations, and section
3.6, Non-Solicitation of Customers, shall
survive the termination of employment and
extend twelve months after Employee's
termination of employment, except that this
period shall be reduced to six months in the
event of an involuntary termination or a
termination on account of material breach by
TNPC.
Geographic Region of All fifty states in the United States, as
Responsibility: well as the District of Columbia.
TNPC, INC. XXXX XXXXX
By: /s/ H. E. Xxxxxxxx /s/ Xxxx X. Xxxxx
----------------------------------- --------------------------------
Name: H. Xxxxxx Xxxxxxxx This 12th day of September, 2000
----------------------------
Title: CEO
---------------------------
This 11th day of September, 2000
"EXHIBIT A" TO
EMPLOYMENT AGREEMENT
BETWEEN
TNPC AND X.X.X XXXXX
Term: Four (4) years
Position: Managing Director, Operations and Technology
Reporting Relationship: Reporting to H. Xxxxxx Xxxxxxxx, President
and CEO
Location: Greenwich, Connecticut
Annual and Monthly Base Salary: $300,000 annually; $25,000 monthly
Annual Target Bonus Opportunity: 100% of Annual Base Salary. Target bonus
payments are determined at the
recommendation of the CEO and as reviewed
and approved by the Compensation Committee,
based on Employee performance and the
overall performance of TNPC for that year.
Such bonus payments will be payable in the
first quarter of the subsequent year.
Stock Option Grants: The Stock Options identified in the S-1
Registration Statement (First Amendment),
will be granted under a Stock Option
Agreement pursuant to and governed by the
TNPC 2000 Stock Plan.
Other Financial Consideration: "Make whole" payment of $100,000 payable
upon commencement of employment.
Period of Post-Employment
Non-Competition Obligations
and Period of Non-Solicitation of
Customers: Employee's obligations in section 3.5,
Non-Competition Obligations, and section
3.6, Non-Solicitation of Customers, shall
survive the termination of employment and
extend twelve months after Employee's
termination of employment, except that this
period shall be reduced to six months in the
event of an involuntary termination or a
termination on account of material breach by
TNPC.
Geographic Region of All fifty states in the United States, as
Responsibility: well as the District of Columbia.
TNPC, INC. X.X.X XXXXX
By: /s/ H. E. XXXXXXXX /s/ X.X.X. XXXXX
-------------------------------------- --------------------------------
Name: H. Xxxxxx Xxxxxxxx This 12th day of September, 2000
-------------------------
Title: CEO
-------------------------
This 11th day of September, 2000
"EXHIBIT A" TO
EMPLOYMENT AGREEMENT
BETWEEN
TNPC AND XXXX XXXXXXXXX
Term: Four (4) years
Position: Vice President, Risk Management
Reporting Relationship: Reporting to H. Xxxxxx Xxxxxxxx, President
and CEO
Location: Houston, Texas
Annual and Monthly Base Salary: $300,000 annually; $25,000 monthly
Stock Option Grants: The Stock Options identified in the offer
letter of April 13, 2000, will be granted
under a Stock Option Agreement pursuant to
and governed by the TNPC 2000 Stock Plan.
Period of Post-Employment
Non-Competition Obligations
and Period of Non-Solicitation of
Customers: Employee's obligations in section 3.5,
Non-Competition Obligations, and section
3.6, Non-Solicitation of Customers, shall
survive the termination of employment and
extend twelve months after Employee's
termination of employment, except that this
period shall be reduced to six months in the
event of an involuntary termination or a
termination on account of material breach by
TNPC.
Geographic Region of All fifty states in the United States, as
Responsibility: well as the District of Columbia.
TNPC, INC. XXXX XXXXXXXXX
By: /s/ H. E. XXXXXXXX /s/ XXXX XXXXXXXXX
-------------------------------------- --------------------------------
Name: H. Xxxxxx Xxxxxxxx This 12th day of September, 2000
-------------------------
Title: CEO
-------------------------
This 11th day of September, 2000
"EXHIBIT A" TO
EMPLOYMENT AGREEMENT
BETWEEN
TNPC AND XXXXX XXXXXXXXX
Term: Four (4) years
Position: Vice President, Corporate Development
Reporting Relationship: Reporting to H. Xxxxxx Xxxxxxxx, President
and CEO
Location: Greenwich, Connecticut or within 20 miles of
current location
Annual and Monthly Base Salary: Annual Base Salary of $160,000 ($13,333.33
monthly); increased to $240,000 ($20,000
monthly) upon relocation to the Greenwich,
Connecticut area.
Annual Target Bonus Opportunity: For the year 2000, a guaranteed target bonus
of 80% of average Annual Base Salary in
2000, prorated for the period of employment.
Beginning in 2001, Annual Target Bonus
opportunity will be 100% of Annual Base
Salary. Target bonus payments are determined
at the recommendation of the CEO and as
reviewed and approved by the Compensation
Committee, based on Employee performance and
the overall performance of TNPC for that
year. Such bonus payments will be payable in
the first quarter of the subsequent year.
Stock Option Grants: The Stock Options identified in the offer
letter of April 13, 2000, will be granted
under a Stock Option Agreement pursuant to
and governed by the TNPC 2000 Stock Plan.
Other Financial Consideration: Home purchase assistance loan in the amount
of $590,000 with principal amount forgiven
in equal increments over a five (5) year
period, subject to the loan agreement. .
Period of Post-Employment
Non-Competition Obligations
and Period of Non-Solicitation of
Customers: Employee's obligations in section 3.5,
Non-Competition Obligations, and section
3.6, Non-Solicitation of Customers, shall
survive the termination of employment and
extend twelve months after Employee's
termination of employment,
except that this period shall be reduced to
six months in the event of an involuntary
termination or a termination on account of
material breach by TNPC.
Geographic Region of All fifty states in the United States, as
Responsibility: well as the District of Columbia.
TNPC, INC. XXXXX XXXXXXXXX
By: /s/ H. E. XXXXXXXX /s/ XXXXX XXXXXXXXX
--------------------------------- ---------------------------------
Name: H. Xxxxxx Xxxxxxxx This 12th day of September, 2000
-------------------
Title: CEO
-------------------
This 11th day of September, 2000
"EXHIBIT A" TO
EMPLOYMENT AGREEMENT
BETWEEN
TNPC AND XXXXXXX X. XXXXXXX
Term: Four (4) years
Position: Vice President, Human Resources and
Communications
Reporting Relationship: Reporting to H. Xxxxxx Xxxxxxxx, President
and CEO
Location: Greenwich, Connecticut or within 20 miles of
current location
Annual and Monthly Base Salary: $240,000 annually; $20,000 monthly
Annual Target Bonus Opportunity: 80% of Annual Base Salary.
Target bonus payments are determined at the
recommendation of the CEO and as reviewed
and approved by the Compensation Committee,
based on Employee performance and the
overall performance of TNPC for that year.
Such bonus payments will be payable in the
first quarter of the subsequent year.
Stock Option Grants: The Stock Options identified in the offer
letter of April 13, 2000, will be granted
under a Stock Option Agreement pursuant to
and governed by the TNPC 2000 Stock Plan.
Other Financial Consideration: Home purchase assistance loan in the amount
currently being determined under the
employee loan agreements.
Period of Post-Employment
Non-Competition Obligations
and Period of Non-Solicitation of
Customers: Employee's obligations in section 3.5,
Non-Competition Obligations, and section
3.6, Non-Solicitation of Customers, shall
survive the termination of employment and
extend twelve months after Employee's
termination of employment, except that this
period shall be reduced to six months in the
event of an involuntary termination or a
termination on account of material breach by
TNPC.
Geographic Region of All fifty states in the United States, as
Responsibility: well as the District of Columbia.
TNPC, INC. XXXXXXX X. XXXXXXX
By: /s/ H. E. XXXXXXXX /s/ XXXXXXX X. XXXXXXX
--------------------------------- ---------------------------------
Name: H. Xxxxxx Xxxxxxxx This 12th day of September, 2000
-------------------
Title: CEO
-------------------
This 11th day of September, 2000
