Exhibit 10(A)
January 27, 2003
Mr. Michael W. Yackira
2355 N.W. 49th Lane
Boca Raton, Florida 33431
Dear Michael,
On behalf of the Board of Directors, I am pleased to offer you employment as
Executive Vice President, Strategy and Policy for Sierra Pacific Resources. Your
work location will be at Sierra Pacific-Nevada Power headquarters in Las Vegas,
Nevada. You will report directly to me in this position. We expect that you will
assume your duties as soon as possible.
Your starting base salary in this position will be $300,000. You will also be
eligible for an annual cash incentive, Short Term Incentive Program (STIP) of
45% (target) of your base salary. Payment of the Short Term Incentive is at the
discretion of the Board of Directors and is based on corporate, business unit,
and personal performance. Actual payout may vary from 0% to 150% of target. Your
participation for FY 2003 will be effective January 1, 2003 assuming you begin
full-time employment on January 27, 2003, arriving in Las Vegas that evening.
Long-term incentives for this position are in accordance with the plan approved
by the shareholders and administered by the Board of Directors. At this time,
long-term incentives consist of Non-Qualified Stock Options (NQSO's) and
performance shares. For your position the long-term incentive is targeted at 75%
of your base salary, 60% delivered through NQSO's and 40% delivered through
Performance Shares. The NQSO's vest one-third per year and are fully vested
after the third year. Performance shares have a three-year term and are earned
based on measures established by the Board for each grant. You will also be
eligible to participate on a pro-rata basis (24 of 36 months) in the 2003-2004
Performance Share grant made in 2002. In addition you will also be able to
participate in the 2001-2003 Performance Share grant for the remaining 12 of the
original 36 months. New options and performance share grants will be reviewed by
the Board of Directors at the January 30-31, 2003 meeting (which is the
timeframe each year when the Board reviews officer salaries and incentive plan
matters).
As a special inducement for you to join SPR, the Board has also authorized the
following incentives. A one-time signing bonus of $50,000, grossed up for
Federal Income Tax. In addition, you will receive a special stock option grant
of 30,000 NQSO's at a strike price to be set based on the closing stock price on
the day you accept this offer by signing it and informing me that you have done
so. These options will vest at the end of one year, or upon change of control if
such an event were to occur before the end of one year. As an Executive Vice
President, you will be expected to achieve and maintain one and a half times
your annual compensation in SPR stock. You will have five years to achieve this
level.
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You will be eligible for normal Sierra Pacific Resources Senior Officer change
in control protection as may be put in place for company officers by the Board
of Directors. You will be eligible to participate in the Company's Supplemental
Executive Retirement Plan (SERP) and eligible for benefits under this Plan
including a maximum benefit of 50% of your Final Average Earnings, depending on
years of service at time of retirement.
The Company will also provide you life insurance coverage of $400,000 (which may
require completion of a physical exam performed by a doctor selected by our
insurance carrier). This will be in addition to a $1,000,000 policy in the event
that you die while traveling on Company business and company provided group life
insurance equivalent to 1.5 times your annual salary.
You will be eligible for all regular employee benefits including a 401K plan
that matches employee contributions dollar for dollar up to 6% and SPR's
Deferred Compensation Plan. You will receive a perquisite allowance of $9,100
per year to cover such expenses as a car, tax preparation and club memberships.
(Note that the Perc allowance amount is currently being reviewed by our
compensation consultant.) You will receive paid time off (PTO) based on your
total years of professional work experience (31). Your annual paid time off
allowance will be 33.4 days, plus 11 paid holidays. In 2003, it will be pro
rated based on your hire date.
Upon acceptance of this agreement, you will be eligible for the relocation
program for senior officers of Sierra Pacific Resources. A summary of this
program is enclosed.
In addition to the benefits described above, in the event you are terminated for
reasons other than (1) reasons relating to moral turpitude, (2) conviction of
any crime amounting to a felony, or (3) on your own volition and without
actually being requested to resign by the Board, you will receive within thirty
days of termination, one year of base salary. This payment shall be conditioned
on the execution of appropriate releases in favor of the Company for any and all
claims connected with or arising out of your employment or termination and will
require continued maintenance of confidential and proprietary information, a
non-compete for one year and agreement not to disparage the Company.
As is Sierra's policy, all hiring offers are contingent on a drug analysis test.
We can arrange for you to have this test at a time and place convenient for you.
Also you will need to provide us proof of U.S. Citizenship on your first day of
work. This could include a copy of your Birth Certificate, Driver's License, or
Social Security Card.
The position being offered to you is one of trust and confidence. In accepting
the position you are agreeing that, in addition to any other limitation and
regardless of the circumstances or any future limitation of your employment, you
will not communicate to any person, firm or other entity any knowledge relating
to documents, transactions or any other confidential knowledge which you might
acquire with respect to the business of Sierra Pacific Resources or any of its
affiliated companies.
To indicate acceptance of this offer, please sign below and return one signed
original of this letter to me as soon as possible. If you have questions about
elements of this offer, you may call me or discuss them with Victor H. Pena,
Senior Vice President and CAO.
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On behalf of the Board of Directors and the officers of the company, I am
delighted that you have accepted the opportunity to join the Sierra Pacific
team. We believe, with your leadership, expertise and dedication we will
accomplish great results for our shareholders, customers, employees and
communities. Welcome!
Sincerely,
/s/ Unidentified Signature
Accepted:
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Michael W. Yackira
Date
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