EXHIBIT 10.27
EMPLOYMENT AGREEMENT
THIS AGREEMENT is effective as of August 1, 2000, between Oglethorpe
Power Corporation ("the Company") and Michael Price ("Employee"). The Company
desires to employ Employee, and Employee desires to accept employment with the
Company, under the following terms and conditions. Therefore, in consideration
of Employee's employment with the Company and the mutual promises and conditions
contained in this Agreement, the adequacy of which the parties hereby
acknowledge, Employee and the Company agree as follows:
1. Term. Subject to the provisions for automatic renewal and termination as
provided herein below, the term of this Agreement shall commence effective as of
August 1, 2000, and shall terminate at 12:00 a.m. on December 31, 2001.
(a) Automatic Renewal. On December 1, 2000, and on December 1 of each subsequent
year, the expiration date of this Agreement shall be automatically extended for
one additional year, unless on or before November 30, 2000 (for the initial
term), or thirteen (13) months before the expiration of any extended term,
either Party provides to the other written notice of its desire not to
automatically renew this Agreement.
2. Employee's Duties. Employee shall serve the Company in the position of
Chief Operating Officer. Employee shall perform all duties of this position, as
assigned by the CEO, President, or the Board of Directors of the Company (or
other designee).
3. Compensation and Related Matters
(a) Base Salary. For all services rendered by Employee during
the term of this Agreement, the Company shall pay Employee a minimum annual base
salary of $172,000.00, payable in equal semi-monthly installments, less
applicable withholdings. Employee's base salary will be subject to review and
possible upward adjustment, subject to the sole discretion of the Company.
(b) Bonus Eligibility. Employee will receive a sign-on bonus
in the gross amount of $20,000.00, less applicable withholdings, payable in two
$10,000.00 installments, the first upon successful completion of Employee's
first pay period and the second upon Employee's successful completion of one
year of service with the Company. Employee will also be eligible for
consideration for an annual bonus and other incentive compensation plans
generally available to other similarly situated executive or managerial
employees, such as the OPC Variable Pay Program. Such a bonus, if awarded, will
be an amount determined by the Company in its sole discretion. Employee must be
employed by the Company as of December 31st of the award year in order to
receive it; however, in the event Employee is terminated not for Cause during
the last quarter of an award year, Employee will be eligible to receive a
prorated bonus based on attainment of the applicable goals during Employee's
employment. Any prorated bonus will be paid in accordance with the Company's
regular bonus payment schedule.
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4. Termination and Severance.
(a) Termination for Cause. The Company may terminate
Employee's employment with the Company at any time if it believes in good faith
that it has Cause to do so. "Cause" shall be defined as: (a) Employee's failure
to perform his duties that causes or is likely to cause material harm to the
Company or material interference with its operations; (b) Employee's
substantial, material failure to comply with the Company's written directions or
policies; or (c) Employee's engaging in conduct that is unlawful or
disreputable, to the possible material detriment of the Company, its affiliates,
its predecessors or successors, or Employee's own reputation; provided, however,
that with respect to (a) and (b) above, Employee has been given prompt notice of
the failure and a reasonable opportunity to cure it. In the event of a
termination for Cause, or in the event of Employee's death or disability, all
salary and other benefits provided to Employee under this Agreement shall cease
as of the date of termination except for any life and/or disability insurance
proceeds that become payable by reason of employees death or disability.
(b) Termination not for Cause; Resignation with Good Reason.
The Company may terminate Employee's employment at any time upon two weeks
notice to the Employee. In the event the Company terminates Employee's
employment not for Cause or in the event Employee resigns with Good Reason (as
defined below), Employee shall receive as severance pay the equivalent of one
year of Employee's then-current base salary, less applicable withholdings,
payable in lump-sum form (referred to as "Severance Pay"). In addition, the
Company will provide the equivalent of six months (6) medical allowance, and
outplacement services to be determined by the company. However, Employee will
only receive Severance Pay if Employee signs a form releasing all claims against
the company which shall be furnished by the Company, no later than 45 days after
the effective termination date (or within 45 days after an arbitrator determines
that Employee is entitled to such payments), and Employee does not thereafter
revoke the release.
(c) Resignation without Good Reason. Employee may resign his
employment at any time upon two weeks notice to the Company. In such event, if
requested by the Company, Employee shall continue to render services and shall
be paid his regular salary and receive normal benefits up to the effective date
of termination. In the event of a resignation without Good Reason, all salary
and other benefits provided to Employee under this Agreement shall cease as of
the date of termination. "Good Reason" shall be defined as: (a) a demotion or
material reduction or alteration of Employee's job title or job duties and
responsibilities inconsistent with Employee's current position; (b) a reduction
of Employee's base salary; or (c) a relocation of Employee's principal office by
more than 50 miles.
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5. This Agreement to be Kept Confidential. As a material condition to this
Agreement, Employee agrees not to disclose the terms of this Agreement, without
the Company's prior written permission, to anyone other than an immediate family
member, or an attorney, accountant, or other professional advisor who agrees in
advance to honor this confidentiality requirement. This provision does not
prohibit Employee from disclosing the terms of this Agreement to the extent
necessary to enforce this Agreement, nor does it prohibit disclosures to the
extent legally required by a subpoena or court order, provided that the Company
is notified in writing of such a disclosure obligation within five (5) days
after it arises. In the event that Employee violates the confidentiality
obligations of this Paragraph, the Company reserves the right to cancel this
Agreement.
6. Governing Law. This Agreement shall be construed under, governed by, and
enforced in accordance with the laws of the State of Georgia.
7. Arbitration of Disputes. Final and binding arbitration shall be the
exclusive remedy for all disputes between the Company and Employee regarding the
validity, interpretation, or effect of this Agreement. Any such arbitration
shall be in accordance with the procedures of the American Arbitration
Association ("AAA"). The arbitration hearing will be held before an experienced
employment arbitrator or panel of arbitrators licensed to practice law in the
state of Georgia and selected in accordance with the rules of the AAA. The forum
for such arbitration shall be Atlanta, Georgia. The party seeking arbitration of
a dispute under this Paragraph must give specific written notice of any claim to
the other party within six (6) months of the date the party seeking arbitration
first has knowledge of the event giving rise to the dispute; otherwise, the
claim shall be void and deemed waived, even if there is a federal or state
statute of limitations which would have given more time to pursue the claim.
8. Notice. Any notice required or desired to be given under this Agreement by
Employee to the Company shall be provided in writing via hand-delivery,
facsimile (with confirmation of delivery), recognized express courier, or
Certified Mail to Director of Human Resources, Oglethorpe Power Corporation,
2100 East Exchange Place, Tucker, Georgia 30085-1359, fax number: 770-270- 7676.
Any notice required or desired to be given under this Agreement by Company to
the Employee shall be provided in writing via hand-delivery, recognized express
courier, or Certified Mail to Employee at the address listed below Employee's
signature or at Employee's Company office. Notice shall be deemed given upon the
date of delivery. Addresses or facsimile numbers may be changed by providing
notice in accordance with this Paragraph.
9. Assignment and Successorship. The rights and obligations of the Company
under this Agreement shall inure to the benefit of, and shall be binding upon,
the successors and assigns of the Company. This Agreement shall also be binding
upon and shall inure to the benefit of Employee and Employee's estate, but
Employee may not assign any of rights or delegate any duties or obligations
under this Agreement, except to the extent permitted under the Company's benefit
plans.
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10. Complete Agreement. This Agreement shall constitute the entire agreement
between the parties hereto with respect to the subjects addressed herein. Any
subsequent alteration or modification to this Agreement must be made in writing
and signed by both parties.
So agreed, effective as of the date written on page 1 above.
EMPLOYEE: COMPANY:
/s/ Michael W. Price /s/ Thomas A. Smith
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Date: 7/25/00 Date: 7/25/00
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Printed Name: Michael W. Price Printed Name: Thomas A. Smith
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Title: President and CEO
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