Calpine Corporation Enters into Employment Agreement and Stock Option Agreement with Jack Fusco
Houston and San Jose, California, United States August 12, 2008
Calpine Corporation (NYSE:CPN) (the "Company") today announced that, in connection with the appointment of Jack A. Fusco as President and Chief Executive Officer of the Company, the Company entered into an employment agreement (the "Employment Agreement") and a stock option agreement (the "Stock Option Agreement") with Mr. Fusco, certain key provisions of which are summarized in this press release.
Under the terms of the Employment Agreement, Mr. Fusco's employment with the Company is for a five-year term, and Mr. Fusco is entitled to an annual base salary of $1,000,000 and an annual cash target performance bonus equal to 100 percent of annual base salary, with a maximum annual performance bonus opportunity of 200 percent of base salary. For fiscal 2008, Mr. Fusco will receive a prorated bonus based on actual achievement of 2008 performance targets, with a guaranteed minimum, as set forth in the Employment Agreement. In connection with entering into this Employment Agreement, Mr. Fusco will receive a one-time cash bonus of $500,000.
Pursuant to the Stock Option Agreement, Mr. Fusco was granted a sign-on option ("Option") to purchase 5,394,000 shares of Company Common Stock, of which (i) 1,250,000 shares were granted pursuant to the Company's 2008 Equity Incentive Plan and (ii) 4,144,000 shares were granted outside of the equity plan but are subject to the same terms and conditions as set forth in the equity plan. The Option was granted in four tranches of 1,075,000, 1,271,000, 1,435,000 and 1,613,000 shares of Company Common Stock, with each such tranche having a corresponding per share exercise price of $15.99, $19.19, $21.59 and $23.99, respectively. The Option has a seven-year term and will vest ratably on the first, second, third, fourth and fifth anniversaries of the date of grant, August 10, 2008, subject generally to Mr. Fusco's continued employment.
Calpine Corporation is helping meet the needs of an economy that demands more and cleaner sources of electricity. Founded in 1984, Calpine is a major U.S. power company, currently capable of delivering nearly 24,000 megawatts of clean, cost-effective, reliable and fuel-efficient electricity to customers and communities in 18 states in the United States. Calpine owns, leases, and operates low-carbon, natural gas-fueled, and renewable geothermal power plants. Using advanced technologies, Calpine generates electricity in a reliable and environmentally responsible manner for the customers and communities it serves.
Forward-Looking Information
In addition to historical information, this release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act. Words such as "believe," "intend,"
"expect," "anticipate," "plan," "may," "will" and similar expressions
identify forward-looking statements. Such statements include, among
others, those concerning expected financial performance and strategic
and operational plans, as well as all assumptions, expectations,
predictions, intentions or beliefs about future events. You are
cautioned that any such forward-looking statements are not guarantees
of future performance and that a number of risks and uncertainties
could cause actual results to differ materially from those anticipated
in the forward-looking statements. Such risks and uncertainties
include, but are not limited to: (i) Calpine's ability to implement
its business plan; (ii) financial results that may be volatile and
may not reflect historical trends; (iii) seasonal fluctuations of
results and exposure to variations in weather patterns; (iv) potential
volatility in earnings associated with fluctuations in prices for
commodities such as natural gas and power; (v) ability to manage
liquidity needs and comply with covenants related to the Exit Credit
Facility and other existing financing obligations; (vi) Calpine's
ability to complete the implementation of its Plan of Reorganization
and the discharge of its chapter 11 cases including successfully
resolving any remaining claims; (vii) disruptions in or limitations
on the transportation of natural gas and transmission of electricity;
(viii) the expiration or termination of power purchase agreements
and the related results on revenues; (ix) risks associated with
the operation of power plants including unscheduled outages; (x)
factors that impact the output of Calpine's geothermal resources
and generation facilities, including unusual or unexpected steam
field well and pipeline maintenance and variables associated with
the waste water injection projects that supply added water to the
steam reservoir; (xi) risks associated with power project development
and construction activities; (xii) ability to attract, retain and
motivate key employees including filling certain significant positions
within Calpine's management team; (xiii) ability to attract and
retain customers and counterparties; (xiv) competition; (xv) risks
associated with marketing and selling power from plants in the evolving
energy markets; (xvi) present and possible future claims, litigation
and enforcement actions; (xvii) effects of the application of laws
or regulations, including changes in laws or regulations or the
interpretation thereof; and (xviii) other risks identified from
time-to-time in Calpine's reports and registration statements filed
with the SEC, including, without limitation, the risk factors identified
in its Annual Report on Form 10-K for the year ended December 31,
2007. Actual results or developments may differ materially from
the expectations expressed or implied in the forward-looking statements
and Calpine undertakes no obligation to update any such statements.
Unless specified otherwise, all information set forth in this release
is as of today's date and Calpine undertakes no duty to update this
information. For additional information about Calpine's chapter
11 reorganization or general business operations, please refer to
Calpine's Annual Report on Form 10-K for the fiscal year ended December
31, 2007, and any other recent Calpine report to the Securities
and Exchange Commission. These filings are available by visiting
the Securities and Exchange Commission's website here
or Calpine's website here.
Source: Calpine Corporation
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