EXHIBIT 10.28.3
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
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This SECOND AMENDMENT is made, effective February 19, 2003, between
Oglethorpe Power Corporation (the "Company") and Elizabeth Bush Higgins
("Employee").
In consideration for the Company's continued employment of Employee,
Employee's continued employment with the Company, and other good and valuable
consideration, the parties hereby mutually agree to amend and supplement their
original August 1, 2000 Employment Agreement ("Agreement") and their Amendment
to Employment Agreement dated May 8, 2001 ("First Amendment"), in the following
manner:
Paragraph 3 of the Agreement and First Amendment are hereby amended as follows:
(a) Base Salary. For all services rendered by Employee during the Term of the
Agreement (as defined in paragraph I of the Agreement), the Company shall pay
Employee a minimum annual base salary of One Hundred and Sixty Five Thousand
Dollars ($165,000.00), payable in equal semi-monthly installments, less
applicable withholdings.
(c) Retention Bonus.
(1) In recognition of Employee's past service with the Company, and to
incentivize Employee to enter into this Second Amendment the Company will pay
Employee a lump-sum payment equaling thirty thousand dollars ($30,000.00), less
applicable withholdings, to be paid on the next pay period after Employee
executes this Second Amendment.
(2) If Employee is employed by the Company through June 30, 2003, Employee
will receive a lump-sum payment equaling twenty-five thousand dollars
($25,000.00), less applicable withholdings, to be paid by July 31, 2003.
Employee agrees she is not entitled to this payment if, prior to June 30, 2003,
Employee ceases or terminates employment with the Company other than for "Good
Reason" as defined in paragraph 4(c) of the Agreement, or if she is terminated
for "Cause" as defined in paragraph 4(a) of the Agreement.
(3) If Employee is employed by the Company through January 1, 2004,
Employee will receive a lump-sum payment equaling twenty-five thousand dollars
($25,000.00), less applicable withholdings, to be paid by January 31, 2004.
Employee agrees she is not entitled to this payment if, prior to January 1,
2004, Employee ceases or terminates employment with the Company other than for
"Good Reason" as defined in paragraph 4(c) of the Agreement, or if she is
terminated for "Cause" as defined in paragraph 4(a) of the Agreement.
Paragraph 10 of the Agreement is hereby amended as follows:
10. Entire Agreement/Supersede First Amendment. This Second Amendment and the
Agreement set forth the entire understanding and agreement of the Company and
Employee with respect to the employment relationship between the Company and
Employee which is the subject of this Second Amendment and the Agreement. The
May 8, 2001 First Amendment entered into by the parties is hereby superseded by
this Second Amendment. No modification of or amendment to this Second Amendment
or the Agreement shall be binding upon the Company or Employee unless in writing
and signed by the parties. No provision of this Second Amendment shall be
construed against or interpreted to the advantage or disadvantage of either
party by any court, judicial, arbitral or other governmental authority by reason
of such party having been deemed to have structured, written, drafted or
dictated such provision.
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment:
OGLETHORPE POWER COMPANY
By: /s/ J. Calvin Earwood Date: February 11, 2003
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Name (Print): J. Calvin Earwood
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Title:
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/s/ Elizabeth B. Higgins February 20, 2003
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Elizabeth Bush Higgins Date