exhibit10-1.htm

EXHIBIT
10.1


    NV
ENERGY, INC.

     

    AMENDED
AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

     

    February 2,
2010

     

    
      	
              1.  

            	
              PURPOSE

            


    

     

    NV
Energy, Inc. (the “Company”) established the NV Energy Employee Stock Purchase
Plan (the “Plan”) for the purpose of providing eligible employees of the Company
and any subsidiary thereof with a means of acquiring an equity interest in the
Company through accumulated payroll deductions, to enhance these employees’
sense of participation in the affairs of the Company and to provide an incentive
for continued employment.  It is the intention of the Company that the
Plan continue to qualify as an “employee stock purchase plan” under Section 423
of the Internal Revenue Code of 1986, as amended (the “Code”).  The
provisions of the Plan shall be construed in a manner consistent with Section
423 of the Code.  Subject to any required shareholder approval, the
terms and conditions of this Plan as hereby amended and restated shall be
effective with respect to offering periods commencing on or after June 1,
2010, and the shares of common stock of the Company acquired in connection with
such offerings.

     

    
      	
              2.  

            	
              DEFINITIONS

            


    

     

    (a) REGULAR BASE PAY means
regular straight time earnings, but excludes payments for overtime, shift
premiums, incentive compensation, bonuses and other special
payments.  However, in the case of Employees paid on a salary or
commission basis, Regular Base Pay will also include an amount equal to the
average of commissions in their payroll period during the six (6) months
preceding the current Payroll Deduction Period, as that term is defined in
Paragraph 7.

     

    (b) BOARD means the Board of
Directors of NV Energy, Inc.

     

    (c) COMMITTEE means the
Compensation Committee of the Board who oversees the administration of the Plan
in accordance with Paragraph 21.

     

    (d) EMPLOYEE means any person
(including directors who are also employees or officers) who is customarily
employed for more than 20 hours per week and more than five (5) months in a
calendar year by one or more Employers.

     

    (e) EMPLOYER means the Company
and each of its Subsidiaries that has elected, by action of its board of
directors, to participate in the Plan and whose participation in the Plan has
been approved by the Board.

     

    (f) SUBSIDIARY means any
corporation that is a “subsidiary corporation” of the Company, as that term is
defined in Section 424(f) of the Code.

     

     

    
      
         

      

      
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              3.  

            	
              SHARES
      SUBJECT TO THE PLAN

            


    

     

    There is
a maximum of 1,900,162 shares of the Common Stock, $1.00 par value, of the
Company (the “Shares”) available for sale under the Plan, subject to adjustment
upon changes in capitalization of the Company as provided in Paragraph
4.  The Shares issuable under the Plan may be either shares newly
issued by the Company or shares reacquired by the Company, including shares
purchased on the open market.

     

    
      	
              4.  

            	
              ADJUSTMENTS

            


    

     

    In the
event of an increase or decrease in the number of outstanding shares of Common
Stock of the Company through stock split-ups, reclassifications, stock
dividends, changes in par value and the like, an appropriate adjustment shall be
made in the number of shares and Option Price provided for under Paragraph 9 of
the Plan.  This will be done either by a proportionate increase in the
number of shares and a proportionate decrease in the Option Price per Share, or
by a proportionate decrease in the number of Shares and a proportionate increase
in the Option Price.  The adjustment will be made as required to
enable eligible Employees who are then participants in the Plan and by whom an
option is exercised on the last day of any then current Offering Period (as
defined herein) to acquire such number of full Shares as their accumulated
payroll deductions on such date will pay for at the adjusted Option
Price.

     

    
      	
              5.  

            	
              ELIGIBILITY

            


    

     

    All
Employees of the Company or any participating Subsidiary, regardless of their
position or rate of pay, may participate in the Plan except Employees who, on an
Offering Commencement Date (as defined below), had not completed six (6) months
service with the Company or a Subsidiary thereof.

     

    
      	
              6.  

            	
              AUTHORIZATION
      FOR ENTERING THE PLAN

            


    

     

    (a) An
eligible Employee may participate in the Plan effective at the beginning of the
next succeeding Payroll Deduction Period by filling out and submitting an online
authorization form the “Authorization”:

     

    (i) stating
the amount to be deducted regularly from his or her pay, provided that such
amount must be no less than $5.00;

     

    (ii) authorizing
the purchase of Shares for him or her on each Offering Exercise Date (as defined
below); and

     

    (iii) specifying
the exact name in which Shares purchased for him or her are to be issued as
provided under Paragraph 13 hereof.

     

    Such
Authorization can be submitted during open enrollment periods (“Open Enrollment
Period”) which will typically occur in April and October subject to change as
deemed administratively necessary.  Unless an Employee submits a new
Authorization or withdraws from the Plan, his or her deductions and purchases
under the Authorization on file under the Plan will continue as long as the Plan
remains in effect.  The Company will accumulate and hold for the
Employee’s account the amounts deducted from his or her pay but shall not be
obligated to segregate such payroll deductions and no interest will be paid
thereon.

     

     

    
      
         

      

      
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    (b) Employees
may authorize payroll deductions in any even dollar amount up to but not more
than 15% of their Regular Base Pay.

     

    (c) Deductions
may be increased or decreased only by submitting a new Authorization during an
Open Enrollment Period.

     

    
      	
              7.  

            	
              PAYROLL
      DEDUCTION PERIOD

            


    

     

    The
six-month periods, May 1 to October 31 and November 1 to April 30, shall be the
“Payroll Deduction Periods” during which payroll deductions will be accumulated
under the Plan.  Each Payroll Deduction Period includes all pay days
falling within it.

     

    
      	
              8.  

            	
              OFFERING
      PERIOD

            


    

     

    (a)  There
are two “Offering Periods”:  June 1 through December 1 and December 1
through June 1.  The first day of the “Offering Period” is the “
Offering Commencement Date” and the last day of the Offering Period is the
“Offering Exercise Date.” Given the overlap of the Offering Periods, the
Offering Commencement Date for a new Offering Period is also the Offering
Exercise Date for the prior Offering Period.

     

    (b)  An
Offering Period may be terminated by the Committee prior to an Offering Exercise
Date and payroll deductions refunded to participants without interest, or the
Committee may set a new Offering Exercise Date for an Offering Period (which
date may be before or after the original Offering Exercise Date), if the
Committee determines that such action is required to comply with applicable laws
or stock exchange listing requirements, is appropriate in connection with the
sale or other disposition of all or a portion of a Subsidiary or any portion of
the Company, or is in the best interests of the Company and its
stockholders.

     

    
      	
              9.  

            	
              GRANTING
      STOCK OPTIONS

            


    

     

    (a) Twice
each year, on the Offering Commencement Date, the Company will grant to each
eligible Employee who has submitted an Authorization during the immediately
preceding Open Enrollment Period or is then a continued participant in the Plan
pursuant to Section 6 an option to purchase on the Offering Exercise Date of
such Offering Period at the “Option Price” hereinafter set forth such number of
Shares reserved for the purpose of the Plan as his or her accumulated payroll
deductions on the Offering Exercise Date will pay for at such Option Price;
provided and on condition that such Employee remains eligible and participates
in the Plan throughout such Offering Period.

     

    (b) The
“Option Price” per Share for each Offering Period shall be the lesser
of:  (1) 85% of the closing price for such stock as shown on the
composite tape on the Offering Commencement Date, or on the last preceding day
such quotations are available; or (2) 85% of the closing price for such Shares
as shown on the composite tape on the Offering Exercise Date or on the last
preceding day such quotations are available, but in no event will the Option
Price be less than the par value of such Shares.

     

    (c) No
offering shall be for longer than twenty-seven (27) months.

     

     

    
      
         

      

      
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    (d) Each
option shall set forth the maximum number of Shares that may be purchased by the
Employee during the Offering Period, either by stating a fixed number of Shares
or by incorporating a formula that establishes the maximum number of Shares as
of the Offering Commencement Date.  In the event that the option fails
to set such a maximum number of Shares, the maximum number of Shares that may be
purchased by any Employee during an Offering Period shall be 2,000
Shares.

     

    
      	
              10.  

            	
              SPECIAL
      LIMITATIONS

            


    

     

    Any
provision of the Plan to the contrary notwithstanding, no Employee shall be
granted an option to purchase Shares under the Plan

     

    (i) if,
immediately after the grant, such Employee would own stock, and/or hold
outstanding options to purchase stock, possessing 5% or more of the total
combined voting power or value of all classes of stock of the Company or of any
Subsidiary; or

     

    (ii) which
permits the Employee’s rights to purchase stock under all employee stock
purchase plans of the Company and its Subsidiaries to accrue at a rate which
exceeds $25,000 of the fair market value of the stock (determined at the time
such option is granted) for each calendar year in which such option is
outstanding at any time.

     

    For
purposes of this Paragraph, the rules of Section 424(d) of the Code shall apply
in determining the stock ownership of an individual, and stock which an
individual may purchase under outstanding options shall be treated as stock
owned by such individual.

    


    
      	
              11.  

            	
              EXERCISE
      OF OPTION

            


    

     

    Each
eligible Employee who continues to be a participant in the Plan on the Offering
Exercise Date shall be deemed to have exercised his or her option on such
Offering Exercise Date pursuant to the terms of the grant as set forth in
Paragraph 9(b) of the Plan.

     

    
      	
              12.  

            	
              WITHDRAWAL
      FROM THE PLAN

            


    

     

    An
Employee may withdraw from the Plan, in whole but not in part, at any time prior
to the Offering Exercise Date by forwarding a withdrawal notice to Shareholder
Relations.  In this event, Shareholder Relations will promptly refund
the entire balance of his or her deductions not theretofore used to purchase
stock under the Plan, without interest, and no further payroll deductions will
be made from such Employee’s Regular Base Pay.

     

    An
Employee who withdraws from the Plan will be treated as an employee who has
never entered the Plan.  To re-enter, he or she must submit a new
Authorization during a subsequent Open Enrollment Period.

     

    
      	
              13.  

            	
              PURCHASE
      OF SHARES

            


    

     

    As soon
as practicable after each Offering Exercise Date, Shares acquired pursuant to
the Plan shall be deposited to the participant’s account with the Company’s
transfer agent credited as of the Offering Exercise Date.  Stock
purchased under the Plan will be issued only in the name of the Employee, or if
so specified on the Authorization, in the name of the Employee and another
person of legal age as joint tenants.

     

     

    
      
         

      

      
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              14.  

            	
              TRANSFER
      OR ASSIGNMENT OF EMPLOYEE’S RIGHTS

            


    

     

    An
Employee’s rights under the Plan and the payroll deductions credited to him or
her belong to him or her alone and may not be pledged, transferred or assigned
to or availed of by any other person, other than by will or the laws of descent
and distribution, or a designation of beneficiary as provided in Paragraph 22 of
the Plan.  Any attempted assignment, transfer, pledge, or other
disposition thereof shall be without effect, except that the Company or any
Subsidiary thereof may treat such act as an election to withdraw from the Plan
by such Employee in accordance with Paragraph 12.

     

    
      	
              15.  

            	
              TERMINATION
      OF EMPLOYEE’S RIGHTS

            


    

     

    (a) An
Employee’s rights under the Plan will terminate when he or she ceases to be an
Employee because of retirement, resignation, layoff, discharge, death, or for
any other reason.  A Withdrawal Notice will be considered as having
been received from the Employee on the day his or her employment ceases, and all
payroll deductions not used to purchase stock will be refunded to the
participant without interest.

     

    (b) If an
Employee’s payroll deductions are interrupted by any legal process, a Withdrawal
Notice will be considered as having been received from him or her on the day the
interruption occurs.  If an Employee’s payroll deductions are
interrupted because compensation at any time during a Payroll Deduction Period
is insufficient to cover such deduction due to an approved leave of absence,
maternity leave or any other reason and the Employee remains eligible to
participate in the Plan as described in Paragraphs 2(d) and 5 of the Plan, his
or her deductions will be reinstated when sufficient funds exist and the
Employee will be able to purchase Shares otherwise in accordance with the terms
of the grant as set forth in Paragraph 9(b).  No accelerated or
“make-up” amounts will be allowed to compensate for any such missed
deduction.

     

    (c) Upon
termination of the participant’s employment because of death, the participant’s
beneficiary as provided herein shall have the right to elect, by written notice
given to Shareholder Relations or other person designated by the Committee prior
to the expiration of the period of thirty (30) days commencing with the date of
the death of the participant, either (i) to withdraw all of the payroll
deductions credited to the participant’s account under the Plan, without
interest, or (ii) to exercise the participant’s option for the purchase of
Shares on the Offering Exercise Date next following the date of the
participant’s death for the purchase of the number of Shares which the
accumulated payroll deductions in the participant’s account at the date of the
participant’s death will purchase at the applicable option price.  In
the event that no such written notice of election shall be duly received by
Shareholder Relations or person designated by the Committee, the beneficiary
shall automatically be deemed to have elected to withdraw the payroll deductions
credited to the participant’s account at the date of the participant’s death and
the same will be paid promptly to said beneficiary, without
interest.

     

     

    
      
         

      

      
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              16.  

            	
              TERMINATION
      AND AMENDMENTS TO PLAN

            


    

     

    (a) The Plan
may be terminated at any time by the Company’s Board of Directors, without
notice.  The Plan will terminate in any case when all or substantially
all of the unissued shares of stock reserved for the purposes of the Plan have
been purchased.  If at any time Shares of stock reserved for the
purposes of the Plan remain available for purchase but not in sufficient number
to satisfy all then unfilled purchase requirements, the available shares shall
be apportioned among participants in proportion to their options and the Plan
shall terminate.  Upon such termination or any other termination of
the Plan, all payroll deductions not used to purchase stock will be refunded to
the participants, without interest.

     

    (b) The Board
of Directors also reserves the right to amend the Plan from time to time, in any
respect, in order to meet changes in legal requirements or for any other
reason.  The Company must obtain shareholder approval for each
amendment of the Plan for which shareholder approval is required by the Code,
any applicable stock exchange listing requirements, or any other applicable laws
or regulations.

     

    (c) In the
event of a proposed sale, exchange, or other transfer of all or substantially
all of the assets of the Company, or a merger or consolidation of the Company
with or into another corporation or entity, then in the discretion of the Board,
each outstanding option shall be assumed or an equivalent option substituted, a
new Offering Exercise Date shall be established, or participant payroll
deductions shall be refunded without interest.

     

    
      	
              17.  

            	
              LIMITATIONS
      ON SALE OF SHARES PURCHASED UNDER THE
PLAN

            


    

     

    Effective
with the offering period beginning June 1, 2008, Shares purchased under the Plan
will be subject to a one-year holding period from the Offering Exercise Date
upon which the Shares were purchased.  During this time, the Shares
may not be sold, transferred, withdrawn or moved; provided, however, that such
prohibition will not apply following the death of a participant.  This
holding requirement does not apply to Shares purchased under the Plan before
December 1, 2008.  The Plan is intended to provide an opportunity to
purchase Shares for investment and not for resale.  However, after the
mandatory one-year holding requirement, the Company does not intend to restrict
or influence Employees in the conduct of their own business
affairs.  Notwithstanding the foregoing, an Employee may sell Shares
purchased under the Plan at any time after the mandatory holding period of one
year; provided, however, that because of certain federal tax requirements, each
Employee will agree by entering the Plan, to promptly give the Company notice of
any such Shares disposed of within eighteen months of its purchase showing the
number of such Shares disposed of and the date purchased by him or
her.  The Company may, at any time during such notice period, place a
legend on any certificate representing Shares acquired pursuant to this Plan
requesting the Company’s transfer agent to notify the Company of any transfer of
Shares.  The Company may require a current or former Employee to keep
Shares purchased under this Plan in an account established with a broker-dealer
approved by the Company until the Employee sells such Shares, transfers such
Shares by descent or distribution, or transfers such Shares upon death pursuant
to a beneficiary designation.  An Employee who is subject to Section
16(b) of the Securities Exchange Act of 1934, as amended (the “Act”) may be
subject to short-swing profit liability associated with the sale of Shares
acquired under the Plan if transacted within six months of another transaction
in the Company’s securities that is not exempt from liability pursuant to
Section 16(b) of the Act.  Each Employee shall agree by participation
in the Plan to all restrictions on Shares acquired pursuant to the
Plan.

     

     

    
      
         

      

      
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              18.  

            	
              OPTIONEES
      NOT STOCKHOLDERS

            


    

     

    Neither
the granting of an option to an Employee nor the deductions from his or her pay
shall constitute such Employee a stockholder of the shares covered by an option
until such Shares have been purchased by such Employee.

     

    
      	
              19.  

            	
              COMPANY’S
      CONTRIBUTION TO PLAN

            


    

     

    The
Company’s contribution toward the Plan will consist of making its Shares
reserved for the purposes of the Plan available for the purchase by Employees at
less than the market price and of bearing all costs of administering and
carrying out the Plan including brokerage commissions on stock purchased in the
open market for issuance under the Plan.

     

    
      	
              20.  

            	
              CERTAIN
      RESERVATIONS

            


    

     

    It is
intended that the Plan comply with applicable requirements of pertinent federal
and other laws, and that it conform with limitations imposed by the Company’s
stockholders.

     

    
      	
              21.  

            	
              ADMINISTRATION
      OF THE PLAN

            


    

     

    (a) The Plan
shall be administered by the Committee or such other person or persons to whom
the Committee may delegate administrative authority, including the Company’s
Shareholder Relations Department; provided, however, that the interpretation and
construction of any provisions of the Plan and the adoption of rules and
regulations for administering the Plan shall be made by the Committee, subject,
however, at all times to the final jurisdiction which shall rest in the
Board.  Notwithstanding the foregoing, the Committee may not delegate
any responsibility or power to the extent that such delegation would cause an
option made under the Plan to be subject to (and not exempt from) the
short-swing profits recovery rules of Section 16(b) of the Act, or
otherwise contravene any securities law, tax law, or stock exchange listing
requirement.  Determinations made by the Committee and approved by the
Board with respect to any matter or provision contained in the Plan shall be
final, conclusive and binding upon the Company, each Subsidiary, and upon all
participants, their heirs or legal representatives.  Any rule or
regulation adopted by the Committee shall remain in full force and effect unless
and until altered, amended, or repealed by the Board.  The Committee
has selected NV Energy, Inc.’s Shareholder Relations Department to manage the
day-to-day operations of the Plan.

     

    (b) No member
or former member of the Committee, nor any current or former delegatee of
administrative authority under the Plan (including the employees of the
Company’s Shareholder Relations Department), shall be liable for any action or
determination made in good faith with respect to the Plan or any options granted
under it.  Each such person shall be indemnified and held harmless by
the Company against all cost or expense (including counsel fees and expenses) or
liability (including any sum paid in settlement of a claim with the approval of
the Board) arising out of any act or omission to act in connection with the Plan
unless arising out of such person’s own fraud or bad faith.  Such
indemnification shall be in addition (but without duplication) to any rights to
indemnification or insurance that such person may have as a director or officer
of the Company or under the by-laws of the Company.

     

     

    
      
         

      

      
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              22.  

            	
              DESIGNATION
      OF BENEFICIARY

            


    

     

    A
participant may file a written designation of a beneficiary who is to receive
any cash held in his or her payroll deduction account in the case of such
participant’s death.  Such designation of beneficiary may be changed
by a participant at any time by written notice to Shareholder
Relations.  Upon the death of a participant and upon receipt by
Shareholder Relations of proof of the identity and existence at the time of the
participant’s death of a beneficiary validly designated under the Plan, the
Company shall deliver either such cash allocable to a participant as of his or
her date of death or Shares, pursuant to Paragraph 14, to his or her designated
beneficiary.  In the event of the death of a participant and in the
absence of a beneficiary validly designated under the Plan who is living at the
time of such participant’s death, the Company shall deliver such cash to the
spouse of such participant, or, in the event the participant was not married at
the time of death, then to his or her estate.  No beneficiary shall,
prior to the death of the participant by whom the beneficiary has been
designated, acquire any interest in the cash credited to the participant under
the Plan.

     

    
      	
              23.  

            	
              NOTICES

            


    

     

    All
notices or other communications by a participant to the Company under or in
connection with the Plan shall be deemed to have been duly given when received
by Shareholder Relations.

     

    
      	
              24.  

            	
              APPROVAL
      OF STOCKHOLDERS

            


    

     

    The Plan
is a continuation of an employee stock purchase plan previously maintained by
Sierra Pacific Power Company, which corporation became a wholly-owned subsidiary
of Sierra Pacific Resources on May 31, 1984.  The Plan became
effective as of June 14, 1984, which is the original date it was adopted by the
Board, and was approved by the stockholders within twelve (12) months after said
original adoption date.  On July 13, 1999, the Board approved
Restatement No. 1, as amended, subject to the approval of the stockholders of
Sierra Pacific Resources, which was obtained on June 19, 2000.  On
February 8, 2008 the Board of Sierra Pacific Resources approved another
amendment and restatement of the Plan, subject to stockholder approval, which
was obtained on April 28, 2008.  On November 19, 2008, Sierra Pacific
Resources changed its name to NV Energy, Inc.  On April 30, 2009 the
Board approved the amendment and restatement of the Plan to reflect the name
change and to allow the issuance of fractional shares, which amendment and
restatement did not require the approval of the stockholders of the
Company.  The Board approved a further amendment and restatement of
the Plan on February 2, 2010, as evidenced by this document, subject to any
required stockholder approval at their next meeting within twelve (12) months
after said date of adoption.  This amended and restated Plan shall be
effective for any Offering Period that begins on or after June 1,
2010.  Should an Offering Exercise Date occur before stockholder
approval of this amended and restated Plan is obtained, the Committee shall take
such action(s) as it deems necessary to comply with applicable law or to
preserve desired treatment thereunder.

     


    
      
        
          4595416v1

        

         


      

      
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