CAP ROCK ELECTRIC
Achievement Based Compensation Agreement
Corporate Asset Non-CFC Financing Arrangements
In accordance with Cap Rock Electric Cooperative, Inc. ("Cap Rock Electric")
Board Policy 143, this contract provides for calculation and payment of
achievement compensation in the form of a percentage of the gross amount of
transactions involving financing through arrangements with lenders other than
conventional borrowing from CFC for the acquisition and ultimate ownership of a
Power Transmission Facility which will interconnect Southwestern Public Service
Company's grid, with Cap Rock Electric's distribution system. Such lenders may
include, but are not limited to, leasing companies, commercial banks, investment
houses, power suppliers, and other financing sources.
(1) Responsible Individual: John D. Parker, Vice-President/Chief Financial
Officer (2) Amount of Achievement Based Compensation: The achievement
compensation will be one percent (1%) of the gross amount of the transaction.
(3) Calculation of the Transaction Proceeds: The gross amount of the transaction
is defined as the total proceeds received under the financing agreement+ (4)
Term of Achievement Based Compensation: The achievement compensation will be
paid within two months of the receipt of the final advance of proceeds from each
individual financing transaction. (5) Payment of Achievement Based Compensation:
The achievement compensation will be paid after the receipt of the final advance
of the proceeds after review and approval by the President/CEO and Board of
Directors of this contract. The achievement compensation will be paid in cash to
each eligible individual in a lump sum unless the amount exceeds $10,000.00, in
which case Cap Rock Electric will have the option to spread the payment over as
many months as necessary so that any one monthly payment does not exceed
$10,000.00. The lump sum payment or series of payments, if applicable, will be
made as provided in Board Policy #143 and with cash availability and overall
cash flow of the cooperative considered. The eligible individual shall have the
option to elect some or all of the payment to be made to such deferred
compensation plans as may be maintained by the individual or Cap Rock Electric.
(6) Conditions and Consideration for Payment: Except upon becoming eligible for
benefits under any Cap Rock retirement plan, either early or regular, the
Achievement Compensation will be payable to the recipients listed below in para.
(7) without regard to the continued employment of those individual by Cap Rock
Electric or an affiliate or subsidiary thereof, provided that, unless otherwise
agreed by Cap Rock Electric, each individual agrees that he will not voluntarily
terminate his employment by Cap Rock Electric or an affiliate or subsidiary of
Cap Rock Electric prior to the shorter of either (A) for a period of three (3)
years following the date of initial payment under this contact, or (B) the date
of the final disposition of a transaction, i.e. the effective date of the
ultimate assignment of the transaction to a power supplier+ In no event, under
either (A) or (B) mentioned in the previous sentence, will the individual
voluntarily terminate his employment by Cap Rock or an affiliate or subsidiary
of Cap Rock Electric less than one year following the date of initial payment
under this contact. Further, each individual agrees that he will keep the terms
of this contract, as well as the terms of the transaction causing the awarding
and payment of the Achievement Compensation, confidential. (7) Sharing with
Other Individuals: In recognition of the necessary contribution of the entire
management team to the continued success of Cap Rock Electric and the successful
implementation of alternate or non-CFC financing arrangements, the Achievement
Compensation will be shared among the Responsible Individual and the other
management team members as follows: Responsible Individual - 50% Management Team
- 50% President/CEO - 30% Other individuals selected by the CEO and Board of
Directors - 20%
Ulen North - 6.66% Steve Collier - 6.66%
Beverly Collier - 6.66%
Except for the confidentiality and retirement provisions, the conditions for
payment described above in para. (6) are not applicable to those persons
identified and listed above as "Other Individuals". It is further understood and
agreed that such conditions for payment as set out in para (6) are applicable
subject to the amount of such Achievement Compensation total payment being
commensurate and equitable with the conditions placed upon the recipients by the
acceptance of such Compensation.
In the event the Responsible Party should violate the terms of this Agreement,
the right to receive further payments under this Agreement shall immediately
cease and such interest or right to future payments shall revert to Cap Rock
Electric. In the event any individual named herein by the President/CEO and
Board of Directors as a part of the Management Team shall violate the terms of
this agreement, die, retire, or terminate their employment with Cap Rock
Electric for any reason, the right to receive future payments under this
contract shall immediately cease and the President/CEO shall have the right to
allocate such share among those named individuals or others as he may deem in
the best interests of the Cooperative.
Witness our hands on this 28th day of August, 1994
/s/ John D. Parker 8-28-94
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Responsible Individual Date
/s/ Not Legible 8-28-94
President / CEO Date
/s/ Russell Jones 8-28-94
Chairman Date
