Change in Control Agreement dated 1/22/04


 EXHIBIT 10(C) 
  
 CHANGE IN CONTROL AGREEMENT 
  
 THIS AGREEMENT, dated January 22, 2004, is made by and between Sierra Pacific Resources, a Nevada corporation (the “Company”), and Ernest
E. East (the “Executive”). 
  
 WHEREAS, the
Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and 
  
 WHEREAS, the Board recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control exists and that
such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders; and 
  
 WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of members of the management of the Company and its subsidiaries (collectively, “Sierra”), including the Executive, to their assigned duties without distraction in the
face of potentially disturbing circumstances arising from the possibility of a Change in Control; 
  
 NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as
follows: 
  
 1. Defined Terms. The definitions of
capitalized terms used in this Agreement are provided in the last Section hereof. 
  
 2. Term of Agreement. Subject to the provisions of Section 12.2 hereof, the term of this Agreement shall commence on the date hereof and shall continue in effect through December 31, 2004; provided,
however, that if a Change in Control shall have occurred during the Term, the Term shall expire no earlier than twenty-four (24) months beyond the month in which such Change in Control occurred; and further provided,
however, that if a Potential Change in Control shall have occurred during the Term, the Term shall expire no earlier than the latter of (a) the date on which such potential Change in Control shall have been terminated, or (b) 24 months beyond
the date on which such potential Change in Control shall have resulted in a Change of Control. 
  

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 3. Company’s Covenants Summarized. In order to induce the Executive to remain in the employ
of Sierra and in consideration of the Executive’s covenants set forth in Section 4 hereof, the Company agrees, under the conditions described herein, to pay the Executive the Severance Payments and the other payments and benefits described
herein. Except as provided in Section 9.1 hereof, no Severance Payments shall be payable under this Agreement unless there shall have been (or, under the terms of the second sentence of Section 6.1 hereof, there shall be deemed to have been) a
termination of the Executive’s employment with Sierra following a Change in Control or potential Change in Control and during the Term. This Agreement shall not be construed as creating an express or implied contract of employment and, except
as otherwise agreed in writing between the Executive and Sierra, the Executive shall not have any right to be retained in the employ of Sierra. The obligations of the Company hereunder shall be deemed satisfied to the extent payments are made by
Sierra Pacific Power, Nevada Power, or any affiliate of the Company. 
  
 4. The Executive’s Covenants. The Executive agrees that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control during the Term, the Executive will remain in the employ of the
Company until the earliest of (i) a date which is six (6) months from the date of such Potential Change of Control, (ii) the date of a Change in Control, (iii) the date of termination by the Executive of the Executive’s employment for Good
Reason or by reason of death, Disability or Retirement, or (iv) the termination by Sierra of the Executive’s employment for any reason. 
  
 5. Compensation Other Than Severance Payments. 
  
 5.1 Following a Change in Control or potential Change in Control and during the Term, during any period that the Executive fails to perform the
Executive’s full-time duties with Sierra as a result of incapacity due to physical or mental illness, the Company shall pay the Executive’s full salary to the Executive at the rate in effect at the commencement of any such period, together
with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by Sierra during such period, until the Executive’s employment is terminated by Sierra for
Disability. 
  
 5.2 If the Executive’s employment shall be
terminated for any reason following a Change in Control or potential Change in Control and during the Term, the Company shall pay the Executive’s full salary to the Executive through the Date of Termination at the rate in effect immediately
prior to the Date of Termination or, if higher, the rate in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, together with all compensation and benefits payable to the Executive through the Date
of Termination under the terms of Sierra compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first
occurrence of an event or circumstance constituting Good Reason. 
  

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 5.3 If the Executive’s employment shall be terminated for any reason following a Change in Control
or potential Change in Control and during the Term, the Company shall pay to the Executive the Executive’s normal post-termination compensation and benefits as such payments become due. Such post-termination compensation and benefits shall be
determined under, and paid in accordance with, Sierra’s retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive,
as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason. 
  
 6. Severance Payments. 
  
 6.1 Subject to Section 6.2 hereof, if the Executive’s employment is terminated following a Change in Control and during the Term, other than (A) by
Sierra for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then Sierra shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 (“Severance
Payments”), in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof. For purposes of this Agreement, the Executive’s employment shall be deemed to have been terminated following a Change in
Control by Sierra without Cause or by the Executive with Good Reason, if (i) the Executive’s employment is terminated by Sierra without Cause prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was
at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment for Good Reason prior to a Change in Control
(whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Executive’s employment is terminated by Sierra without Cause or by the
Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). For purposes of any
determination regarding the applicability of the immediately preceding sentence, any position taken by the Executive shall be presumed to be correct unless the Company establishes to the Board by clear and convincing evidence that such position is
not correct. 
  
 (A) In lieu of any further
salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under or pursuant to any contract or plan, except for any severance benefits relating to or
resulting from the Supplemental Executive Retirement Plan, whether as a consequence of a Change in Control or otherwise, the Company shall pay to the Executive a 
  
  

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 lump sum severance payment, in cash, equal to three times the sum of (i) the Executive’s base salary
as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, and (ii) the target annual incentive award applicable to the Executive
pursuant to any annual bonus or incentive plan maintained by Sierra in respect of the fiscal year ending immediately prior to the fiscal year in which occurs the Date of Termination or, if higher, immediately prior to the fiscal year in which occurs
the first event or circumstance constituting Good Reason. 
  
 (B) For the thirty-six (36) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents life, disability, accident and health insurance benefits
substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first
occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence; provided, however, that, unless the Executive consents to
a different method (after taking into account the effect of such method on the calculation of “parachute payments” pursuant to Section 6.2 hereof), such health insurance benefits shall be provided through a third-party insurer. Benefits
otherwise receivable by the Executive pursuant to this Section 6.1(B) shall be reduced to the extent benefits of the same type are received by or made available to the Executive during the thirty-six (36) month period following the Executive’s
termination of employment (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if
any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. If the Severance
Payments shall be decreased pursuant to Section 6.2 hereof, and the Section 6.1(B) benefits which remain payable after the application of Section 6.2 hereof are thereafter reduced pursuant to the immediately preceding sentence, the Company shall, no
later than five (5) business days following such reduction, pay to the Executive the least of (a) the amount of the decrease made in the Severance Payments pursuant to Section 6.2 hereof, (b) the amount of the subsequent reduction in these Section
6.1(B) benefits, or (c) the maximum amount which can be paid to the Executive without being, or causing any other payment to be, nondeductible by reason of Section 280G of the Code. 
  
 (C) Notwithstanding any provision of any annual or long-term incentive plan to the contrary, the Company
shall pay to the Executive a lump sum amount, in cash, equal to the sum of (i) any unpaid incentive 
  
  

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 compensation which has been allocated or awarded to the Executive for a completed fiscal year or other
measuring period preceding the Date of Termination under any such plan and which, as of the Date of Termination, is contingent only upon the continued employment of the Executive to a subsequent date, and (ii) a pro rata portion to the Date of
Termination of the aggregate value of all contingent incentive compensation awards to the Executive for all then uncompleted periods under any such plan, calculated as to each such award by multiplying the award that the Executive would have earned
on the last day of the performance award period, assuming the achievement, at the target level of the individual and corporate performance goals established with respect to such award, by the fraction obtained by dividing the number of full months
and any fractional portion of a month during such performance award period through the Date of Termination by the total number of months contained in such performance award period. 
  
 (D) In addition to the retirement benefits to which the Executive is entitled under each Pension Plan or any
successor plan thereto, the Company shall pay the Executive a lump sum amount, in cash, equal to the excess of (i) the actuarial equivalent of the aggregate retirement pension (taking into account any early retirement subsidies associated therewith
and determined as a straight life annuity commencing at the date (but in no event earlier than the third anniversary of the Date of Termination) as of which the actuarial equivalent of such annuity is greatest) which the Executive would have accrued
under the terms of all Pension Plans (without regard to any amendment to any Pension Plan made subsequent to a Change in Control and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation of
retirement benefits thereunder), determined as if the Executive were fully vested thereunder and had accumulated (after the Date of Termination) thirty-six (36) additional months of service credit thereunder and had been credited under each Pension
Plan during such period with compensation equal to the Executive’s compensation (as defined in such Pension Plan) during the twelve (12) months immediately preceding the Date of Termination or, if higher, during the twelve months immediately
prior to the first occurrence of an event or circumstance constituting Good Reason, over (ii) the actuarial equivalent of the aggregate retirement pension (taking into account any early retirement subsidies associated therewith and determined as a
straight life annuity commencing at the date (but in no event earlier than the Date of Termination) as of which the actuarial equivalent of such annuity is greatest) which the Executive had accrued pursuant to the provisions of the Pension Plans as
of the Date of Termination. For purposes of this Section 6.1(D), “actuarial equivalent” shall be determined using the same assumptions utilized under the Sierra Pacific Power Company Retirement Plan immediately prior to the Date of
Termination. or, if more favorable to the Executive, immediately prior to the first occurrence of an event or circumstance constituting Good Reason. 
  

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 (E) If the Executive would have become entitled to benefits under Sierra’s
post-retirement health care or life insurance plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting
Good Reason, had the Executive’s employment terminated at any time during the period of thirty-six (36) months after the Date of Termination, the Company shall provide such post-retirement health care or life insurance benefits to the Executive
and the Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in subsection (B) of this Section 6.1 terminate. 
  
 6.2 (A) Notwithstanding any other provisions of this Agreement, in the event
that any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive’s employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or
agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (all such payments and benefits, including the Severance Payments, being hereinafter called “Total
Payments”) would be subject (in whole or part), to the Excise Tax, then, after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement, the cash
Severance Payments shall first be reduced, and the non-cash Severance Payments shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total
Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after
subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments); provided, however, that the
Executive may elect to have the non-cash Severance Payments reduced (or eliminated) prior to any reduction of the cash Severance Payments. 
  
 (B) For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments
the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total
Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the accounting firm (the “Auditor”) which was, immediately prior to the Change in
Control, the Company’s independent auditor, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax,
no portion of such Total Payments shall be taken into account which, in the opinion of Tax 
  

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 Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B)
of the Code, in excess of the Base Amount allocable to such reasonable compensation, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with
the principles of Sections 280G(d)(3) and (4) of the Code. 
  
 (C)
At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without
limitation, any opinions or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). If the Executive objects to
the Company’s calculations, the Company shall pay to the Executive such portion of the Severance Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of subsection A of this Section 6.2.

  
 6.3 The payments provided in subsections (A), (C) and (D) of
Section 6.1 hereof shall be made not later than the fifth day following the Date of Termination; provided, however, that if the amounts of such payments, and the limitation on such payments set forth in Section 6.2 hereof, cannot be
finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Executive of the minimum amount of such payments to which the Executive is clearly entitled and shall pay
the remainder of such payments (together with interest on the unpaid remainder (or on all such payments to the extent the Company fails to make such payments when due) at 120% of the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the
amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall
constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at 120% of the rate provided in Section 1274(b)(2)(B) of the Code). 
  
 6.4 The Company also shall pay to the Executive all legal fees and expenses
incurred by the Executive in disputing in good faith any issue hereunder relating to the termination of the Executive’s employment, in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection
with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder. Such payments shall be made within five (5) business days after delivery of the Executive’s
written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require. 
  

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 6.5 Notwithstanding any other provision of this agreement, if the executive is entitled to and claims
benefits under or pursuant to any other change in control agreement entered into between Company or Sierra and the executive, or any terms or conditions thereunder, the executive shall not be entitled to any of the severance benefits or any other
benefits under this agreement or terms or conditions of this agreement. 
  
 7. Termination Procedures and Compensation During Dispute. 
  
 7.1 Notice of Termination. After a Change in Control or potential Change in Control and during the Term, any purported termination of the Executive’s employment (other than by reason of death) shall be
communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 10 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the
specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.
Further, a Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board which was called and
held for the purpose of considering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board) finding that, in the good faith opinion of
the Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying the particulars thereof in detail. 
  
 7.2 Date of Termination. “Date of Termination,” with respect to any purported termination of the
Executive’s employment after a Change in Control or potential Change in Control and during the Term, shall mean (i) if the Executive’s employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided
that the Executive shall not have returned to the full-time performance of the Executive’s duties during such thirty (30) day period), and (ii) if the Executive’s employment is terminated for any other reason, the date specified in the
Notice of Termination (which, in the case of a termination by Sierra, shall not be less than thirty (30) days (except in the case of a termination for Cause) and, in the case of a termination by the Executive, shall not be less than fifteen (15)
days nor more than sixty (60) days, respectively, from the date such Notice of Termination is given). 
  
 7.3 Dispute Concerning Termination. If within fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of
Termination (as determined without regard to this Section 7.3), the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be extended until the earlier of
(i) the date on which the Term ends or (ii) the date on which the dispute is finally resolved, either by 
  

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 mutual written agreement of the parties or by a final judgment, order or decree of an arbitrator or a court of competent
jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected); provided, however, that the Date of Termination shall be extended by a notice of dispute given
by the Executive only if such notice is given in good faith and the Executive pursues the resolution of such dispute with reasonable diligence. 
  
 7.4 Compensation During Dispute. If a purported termination occurs following a Change in Control or potential Change in Control and during the Term
and the Date of Termination is extended in accordance with Section 7.3 hereof, the Company shall continue to pay the Executive the full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to,
salary) and continue the Executive as a participant in all compensation, benefit and insurance plans in which the Executive was participating when the notice giving rise to the dispute was given, until the Date of Termination, as determined in
accordance with Section 7.3 hereof. Amounts paid under this Section 7.4 are in addition to all other amounts due under this Agreement (other than those due under Section 5.2 hereof) and shall not be offset against or reduce any other amounts due
under this Agreement. 
  
 8. No Mitigation. The Company
agrees that, if the Executive’s employment with Sierra terminates during the Term, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to Section
6 hereof or Section 7.4 hereof. Further, the amount of any payment or benefit provided for in this Agreement (other than Section 6.1(B) hereof) shall not be reduced by any compensation earned by the Executive as the result of employment by another
employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise. 
  
 9. Successors; Binding Agreement. 
  
 9.1 In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to
compensation from the Company in the same amount and on the same terms as the Executive would be entitled to hereunder if the Executive were to terminate the Executive’s employment for Good Reason after a Change in Control, except that, for
purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. 
  

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 9.2 This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or
legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms,
terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or
administrators of the Executive’s estate. 
  
 10.
Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return
receipt requested, postage prepaid, addressed, if to the Executive, to the address inserted below the Executive’s signature on the final page hereof and, if to the Company, to the address set forth below, or to such other address as either
party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: 
  

To the Company: 
  
 Sierra Power Resources 
 6100 Neil Road 
 Reno, Nevada 89520-3150 
 Attention:  General Counsel 
  
 11. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements or
representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; provided, however, that this Agreement shall supersede any agreement setting forth the terms and
conditions of the Executive’s employment with Sierra only in the event that the Executive’s employment with Sierra is terminated on or following a Change in Control or potential Change in Control, by Sierra other than for Cause or by the
Executive other than for Good Reason. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Nevada. All references to sections of the Exchange Act or the Code shall be deemed also
to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the 
  

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 Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may
require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 6 and 7 hereof) shall survive such expiration. 
  
 12. Validity. 
  
 12.1 The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect. 
  
 13.
Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 
  
 14. Settlement of Dispute; Arbitration. 
  
 14.1 All claims by the Executive for benefits under this Agreement shall be
directed to and determined by the Board and shall be in writing. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the
specific provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim and shall further allow the Executive to appeal to the Board a decision of the Board
within sixty (60) days after notification by the Board that the Executive’s claim has been denied. 
  
 14.2 Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Reno, Nevada in
accordance with the rules of the American Arbitration Association then in effect; provided, however, that the evidentiary standards set forth in this Agreement shall apply. Judgment may be entered on the arbitrator’s award in any
court having jurisdiction. Notwithstanding any provision of this Agreement to the contrary, the Executive shall be entitled to seek specific performance of the Executive’s right to be paid until the Date of Termination during the pendency of
any dispute or controversy arising under or in connection with this Agreement. 
  
 15. Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated below: 
  
 (A) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act. 
  
 (B) “Auditor” shall have the meaning set forth in Section 6.2
hereof. 
  

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 (C) “Base Amount” shall have the meaning set forth in Section 280G(b)(3) of the Code.

  
 (D) “Beneficial Owner” shall have the meaning set
forth in Rule 13d-3 under the Exchange Act. 
  
 (E)
“Board” shall mean the Board of Directors of the Company. 
  
 (F) “Cause” for termination by Sierra of the Executive’s employment shall mean (i) the willful and continued failure by the Executive to substantially perform the Executive’s duties with Sierra (other than any such
failure resulting from the Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section 7.1 hereof) after a
written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or
(ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to Sierra, monetarily or otherwise. For purposes of clauses (i) and (ii) of this definition, (x) no act, or failure to act, on the Executive’s
part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of Sierra and (y) in the event
of a dispute concerning the application of this provision, no claim by Sierra that Cause exists shall be given effect unless Sierra establishes to the Board by clear and convincing evidence that Cause exists. 
  
 (G) A “Change in Control” shall be deemed to have occurred if the
event set forth in any one of the following paragraphs shall have occurred: 
  
 (I) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the
Company or its affiliates) representing 30% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of
paragraph (III) below; or 
  
 (II) the following
individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the
Company’s stockholders was approved or 
  
  

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 recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were
directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or 
  
 (III) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other
corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company,
at least 66.66% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities
acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 30% or more of the combined voting power of the Company’s then outstanding
securities; or 
  
 (IV) the stockholders of the
Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition
by the Company of all or substantially all of the Company’s assets to an entity, at least 66.66% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as
their ownership of the Company immediately prior to such sale. 
  
 Notwithstanding
the foregoing, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the
Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such
transaction or series of transactions. 
  

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 (H) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

  
 (I) “Company” shall mean Sierra Pacific Resources
and, except in determining under Section 15(G) hereof whether or not any Change in Control of the Company has occurred, shall include any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law,
or otherwise. 
  
 (J) “Date of Termination” shall have
the meaning set forth in Section 7.2 hereof. 
  
 (K)
“Disability” shall be deemed the reason for the termination by Sierra of the Executive’s employment, if, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from the
full-time performance of the Executive’s duties with Sierra for a period of six (6) consecutive months, Sierra shall have given the Executive a Notice of Termination for Disability, and, within thirty (30) days after such Notice of Termination
is given, the Executive shall not have returned to the full-time performance of the Executive’s duties. 
  
 (L) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time. 
  
 (M) “Executive” shall mean the individual named in the first
paragraph of this Agreement. 
  
 (N) “Good Reason” for
termination by the Executive of the Executive’s employment shall mean the occurrence (without the Executive’s express written consent) after any Change in Control, or prior to a Change in Control under the circumstances described in
clauses (ii) and (iii) of the second sentence of Section 6.1 hereof (treating all references in paragraphs (I) through (VII) below to a “Change in Control” as references to a “Potential Change in Control”), of any one of the
following acts by Sierra, or failures by Sierra to act, unless, in the case of any act or failure to act described in paragraphs (I), (IV), (V) or (VI) below, such act or failure to act is corrected prior to the Date of Termination specified in the
Notice of Termination given in respect thereof: 
  
 (I) the assignment to the Executive of any duties substantially below the Executive’s status as a senior executive officer of Sierra or a substantial adverse reduction in the nature or status of the Executive’s responsibilities
from those in effect immediately prior to the Change in Control other than any such alteration primarily attributable to the fact that the Company may no longer be a public company; 
  

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 (II) a reduction by Sierra in the Executive’s annual base salary as in effect on the
date hereof or as the same may be increased from time to time except for across-the-board salary reductions similarly affecting all senior executives of Sierra and all senior executives of any Person in control of Sierra; 
  
 (III) the failure by Sierra to pay to the Executive any
portion of the Executive’s current compensation except pursuant to an across-the-board compensation deferral similarly affecting all senior executives of Sierra and all senior executives of any Person in control of Sierra, or to pay to the
Executive any portion of an installment of deferred compensation under any deferred compensation program of Sierra, within thirty (30) days of the date such compensation is due; 
  
 (IV) the failure by Sierra to continue in effect any compensation plan in which the Executive participates
immediately prior to the Change in Control which is material to the Executive’s total compensation, including but not limited to the Company’s Officer and Senior Managers Annual Incentive Plan, Executive Long-Term Incentive Plan, Long-Term
Performance Share Program and Stock Option Plan or any substitute plans adopted prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the
failure by Sierra to continue the Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the
Executive’s participation relative to other participants, as existed immediately prior to the Change in Control; 
  
 (V) the failure by Sierra to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under
any of Sierra’s pension, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to the Change in Control (except for across the board changes similarly affecting all
senior executives of Sierra and all senior executives of any Person in control of Sierra), the taking of any other action by Sierra which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material
fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by Sierra to provide the Executive with substantially the same number of paid vacation days to which the Executive is entitled on the basis of years of
service with Sierra in accordance with Sierra’s normal vacation policy in effect at the time of the Change in Control; or 
  

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 (VI) any purported termination of the Executive’s employment which is not effected
pursuant to a Notice of Termination satisfying the requirements of Section 7.1 hereof; for purposes of this Agreement, no such purported termination shall be effective. 
  
 The Executive’s right to terminate the Executive’s employment for Good Reason shall not be affected by the
Executive’s incapacity due to physical or mental illness. The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

  
 For purposes of any determination regarding the existence of
Good Reason, any claim by the Executive that Good Reason exists shall be presumed to be correct unless the Company establishes to the Board by clear and convincing evidence that Good Reason does not exist. 
  
 (O) “Notice of Termination” shall have the meaning set forth in
Section 7.1 hereof. 
  
 (P) “Pension Plan” shall mean
any tax-qualified, supplemental or excess benefit pension plan maintained by Sierra and any other plan or agreement entered into between the Executive and Sierra which is designed to provide the Executive with supplemental or additional retirement
benefits. 
  
 (Q) “Person” shall have the meaning given
in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company. 
  
 (R) “Potential Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: 
  
 (I) the Company enters into an agreement, the consummation
of which would result in the occurrence of a Change in Control; 
  
 (II) the Company or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control; 
  
 (III) any Person becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 15% or more of either the then outstanding shares of common stock of the Company 
  
  

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 or the combined voting power of the Company’s then outstanding securities (not including in the
securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates); or 
  
 (IV) any of the items in R(I) through (III) occurs which is connected with or arises out of a potential Change in Control, is caused by,
or results from another potential Change in Control. 
  
 (S)
“Retirement” shall be deemed the reason for the termination by the Executive of the Executive’s employment if such employment is terminated in accordance with Sierra’s retirement policy, including early retirement, generally
applicable to its salaried employees. 
  
 (T) “Severance
Payments” shall have the meaning set forth in Section 6.1 hereof. 
  
 (U) “Tax Counsel” shall have the meaning set forth in Section 6.2 hereof. 
  
 (V) “Term” shall mean the period of time described in Section 2 hereof (including any extension, continuation or termination described therein). 
  
 (W) “Total Payments” shall mean those payments so described in Section 6.2 hereof. 
  

			
	 Sierra Pacific Resources

		
	 By:
	 	  


	 	 	 Walter M. Higgins

	 	 	 Chairman, President & CEO

	
	  


	 Ernest E. East



  
  

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