CATALYTICA ENERGY SYSTEMS INC
S-1/A, EX-10.19, 2000-11-01
MOTORS & GENERATORS
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                                                                   Exhibit 10.19

                 [LETTERHEAD OF CATALYTICA COMBUSTION SYSTEMS]

August 29, 2000


Mr. Dennis S. Riebe
7128 North 15th Street
Phoenix, Arizona 85020

Dear Dennis:

Dennis, I am very pleased to offer you the position of Chief Financial Officer
for Catalytica Combustion Systems Inc. (CCSI). As we have discussed, this is an
extremely critical position in the future of CCSI, one in which you can make a
major contribution to its success. I know you are capable of providing the
administrative and executive leadership that CCSI needs at this stage of its
development. Ricardo, Larry and Jack all share this belief and they are excited
about the prospects of you joining the company.

You will be headquartered in Phoenix and any business expenses associated with
business travel and lodging in Mountain View will be expensed.

The information below summarizes the terms of the offer.

Compensation

Your salary will be $13,750 per month, which annualizes to $165,000. Beginning
in the year 2001, you will be eligible for an annual bonus opportunity at a
target of 22.5% of your salary. For the remainder of 2000 we will guarantee you
a bonus of $5,000 provided you are an active employee on 12/31/00. Dennis,
please recognize that future bonus awards are not guaranteed, they will be based
on company and individual performance. You will also be eligible for options for
5,000 shares of CCSI stock priced shortly after the CCSI "spin out". These
options vest over 4 years.

Note: Dennis, your next merit increase will be March of 2002 consistent with our
annual compensation process.

Benefits

Effective upon your date of hire, you and your eligible dependents will be
covered under the Catalytica, Inc./CCSI health (medical, dental, vision and
prescription drugs), long term disability, and life insurance plans. We are also
likely to initiate an Employee Stock Purchase Plan in which you will be
eligible. In addition, starting the first of the month after you have completed
three months service, you will be eligible to participate in the 401(k)
retirement plan that includes a 60% match (up to 6% of your contribution). You
will be eligible for 4 weeks paid vacation, 11 holidays and sick time earned on
an accrual basis from your date of hire.

This offer is contingent on acceptable results of a pre-employment
drug-screening test. Catalytica must receive results of the drug test before any
start date. Please contact Regina Machado at (650) 940-6323 to make the
appropriate arrangements.

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Mr. Dennis S. Riebe
August 29, 2000
Page Two


Dennis, we look forward to you becoming a key member of the Catalytica
Combustion Systems executive team. Please indicate your acceptance of this offer
by signing below and returning the original to me.


Sincerely yours,

/s/ Craig Kitchen

Craig Kitchen
Chief Executive Officer



I accept the offer of employment with Catalytica Combustion Systems Inc.,
described in this letter. I understand that this letter is not a contract of
employment.

/s/ Dennis S. Riebe                                  8-31-00
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    Dennis S. Riebe                                    Date


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