Employment letter dated April 28, 2010 for Dilek Samil

 

April 28, 2010

Dilek Samil

5709 Courtland Place

Alexandria, LA  71301

Dear Dilek,

On behalf of the Board of Directors, I am pleased to offer you the position of Senior Vice President, Finance, Chief Financial Officer and Treasurer for NV Energy (NVE) and its subsidiaries.  Your work location will be at NVE headquarters in Las Vegas, Nevada.  You will report directly to me in this position and it is my expectation that you will assume your duties as soon as possible but not later than July 1, 2010.  Your job will involve business travel, especially to the financial markets and our locations in the Western U.S.

Your starting base salary will be $475,000.  You will also be eligible to participate in the Company’s annual cash Short Term Incentive Plan (STIP) with an initial target award equal to 60% of your annual 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 individual performance.  Actual payout may vary from 0% to 150% of target.  If STIP is paid to other officers, you are guaranteed to receive a minimum STIP payment of $285,000 for the 2010 plan year, payable in February 2011 provided that you are still an employee of NV Energy.

As a special inducement for you to join NVE, we are also offering you the following incentives.  A cash bonus of $100,000 as a one-time gross payment will be extended to you in your first paycheck.  This bonus must be repaid if you terminate employment with the Company within 12 months of your hire date.  In addition, you will receive 110,000 shares of NV Energy stock in the form of Restricted Shares which will vest in equal annual installments over a three year period from the date of grant, provided that you are still employed by the Company at that time.

Additionally, as an Officer with our company, you’ll be eligible for compensation opportunities and employee benefits that are unique to your job level.  These additional opportunities and benefits are summarized below.

 

The Board of Directors of the Company has established a Long Term Incentive Plan (LTIP) for this position that has been approved by the shareholders.  The Board reviews and determines long term incentive grants annually.

For your position, the value of long-term incentives is currently targeted at 140% of your base salary per annum.  Employees who participate in LTIP during 2010 will receive two thirds of their grant in the form of Performance Shares that will be based upon NV Energy’s Total Shareholder Return (TSR) compared with the TSR of other similar investor-owned electric utilities.  One third of the grant is in the form of Performance Based Restricted Shares that will be measured against three-year aggregate performance of corporate STIP goals.  Your date of hire will determine the amount of pro-rated shares from the 2010 grant that you will receive.

 

 

 

As an officer of the Company, you will be expected to achieve and maintain one and one half times your annual base salary in NVE stock.  You will have five years to achieve this level; equity awards, including Restricted Stock, under the Company sponsored LTIP count toward this total.

You will be eligible for the normal Change in Control protection that has been put in place for Company officers by the Board of Directors. The current plan term expires on December 31, 2010.

In addition to the benefits described above, in the event that you are terminated within your first two years of employment for reasons other than (1) willful misconduct or actions that have a material adverse impact on the Company, (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 be eligible to receive one year’s base pay plus target Short Term Incentive, within thirty days of termination.  This payment shall be conditioned upon the execution of a standard release of claims connected with or arising out of your employment with the Company.  In addition, you will be required to maintain confidentiality of Company information and proprietary data, and agree to a one year non-compete agreement.  This non-co mpete agreement specifies that you may not obtain employment or perform consulting services with other investor owned electric utilities for a period of one year following your termination from our Company.  This payment will not be made to the extent that you receive any other severance, disability or retirement payments from the Company, including a payment for Change in Control.

 

The Company will provide you with executive life insurance coverage equivalent to 3.0 times your annual salary.  This is in addition to a $1,000,000 death benefit that will be paid out to your survivors per our Business Travel and Accident policy in the event of a covered death under that policy.

 

·	You will be eligible for all regular employee Health and Welfare Benefit plans and participation in the Company’s qualified cash balance pension and 401(k) plans.  You will also be eligible to participate in the Company’s Non Qualified Pension and 401(k) Restoration Plans.

·	You will be eligible to participate in the executive physical program which is paid for by the Company.

·	Your annual paid Time Off program (PTO) will be 35 days, which will be pro-rated for the remainder of 2010.  You will also receive pay for all remaining Company holidays during the year.

You will be provided a comprehensive relocation package through Cartus (formerly Cendant Mobility).  You will be assigned a specific Cartus Account Manager to help you through all aspects of your move to Las Vegas.

The NVE Relocation Policy includes the following provisions:

·	home sale assistance

·	three home finding trips (up to 5 days each)

·	temporary living (up to 90 days) or a lump sum up to $5,000

·	three trips home during the relocation period

·	miscellaneous expense allowance

·	new home closing costs

 

 

 

This letter should not be construed as a promise or guarantee of future employment.  NV Energy is an at-will employer, excluding represented employees covered under a Collective Bargaining Agreement.  Employment can be terminated, with or without cause and with or without notice, at any time, at the option of the Company or yourself.  It is intended that all of the terms and conditions of employment identified in this offer letter are all-inclusive.

Per Company policy, all hiring offers are contingent upon successful completion of a drug test and background check.  We will arrange a convenient time and place to administer your drug test prior to employment.  You will need to provide proof of U.S. citizenship on your first day of work.  Information on employee benefit programs and enrollment documents will be mailed to you after successful completion of your drug test and background check.

The position that is being offered to you is one of trust and confidence.  By accepting this position you are agreeing that in addition to any other limitation and regardless of the circumstances or any future limitations on your employment, that you will not communicate to any other person, firm or other entity any knowledge relating to documents, transactions or any other confidential information which you might acquire with respect to the business of NV Energy or any of its affiliates.

Please sign below to indicate your acceptance of this offer, retain a copy for your records, and return the signed copy to me as soon as possible.

If you have any questions about the job elements of this offer, feel free to contact me.  If you have detailed questions about specific aspects of this offer, please contact Punam Mathur, Vice President, People Resources at ###-###-####.

Sincerely,

Michael W. Yackira

President and Chief Executive Officer

NV Energy

__________________________________                                                                                     ______________________

Dilek Samil                                                                                    Date