EXHIBIT
10.5
 
 EXECUTION
COPY
 
 AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
 
 
 This
Amended and Restated Employment Agreement, dated as of February 25, 2008, amends
and restates the employment agreement originally entered into as of April 21,
1999, and is by and between MidAmerican Energy Holdings Company, an Iowa
corporation (the Company”), and Patrick J. Goodman (the Executive).
 
 RECITALS
 
 The
Company desires to employ the Executive as its Senior Vice President and Chief
Financial Officer on the terms set forth in this Agreement, and the Executive
desires to accept such employment.
 
 Accordingly,
the Company and the Executive agree as follows:
 
 AGREEMENT
 
 Section
1. Defined
Terms.  Terms used but not defined in this Agreement will have the
meanings ascribed to them in Exhibit A to this Agreement.
 
 Section
2.            Emp1oyment.
 
 (a)           The
Company will employ the Executive as,and the Executive will
act as the Senior Vice President and Chief Financial Officer of the Company,
subject to and upon the terms set forth in this Agreement, for the Term of
Employment.
 
 (b)           The
Executive’s primary place of employment will be Des Moines, Iowa.
 
 Section
3.           Duties.
 
 (a)           The
Executive (i) will perform and discharge the duties incident to and consistent
with his title of Senior Vice President and Chief Financial Officer, and (ii)
will perform and discharge such other duties, and will have such other
authority, as are delegated to him by the Chairman of the Board of the Company
(hereinafter referred to as the “Chairman of the Board”). In performing such
duties, the Executive will report directly to, and be subject to the direction
of, the Chairman of the Board.
 
 (b)           The
Executive will act, without any compensation in addition to the compensation
payable pursuant to this Agreement, as an officer or member, of the board of
directors of any subsidiary of the Company, if so appointed or
elected.
 
 (c)           During
the Term of Employment the Executive (i) will devote his entire time, attention
and energies during normal business hours to the business of the Company and its
subsidiaries and (ii) will not, without the written consent of the Chairman of
the Board, perform any services for any other Person or engage in any other
business or professional activity, whether or not performed or engaged in for
profit.
   1
 
 (d)           Notwithstanding
subsection 3(c), the Executive, without the consent of the Chairman of the
Board, may (i) purchase securities issued by, or otherwise passively invest his
personal or family assets in, any other company or business within the
constraints imposed by the Code of Business Conduct referred to below, and (ii)
engage in governmental, political, educational or charitable activities, but
only to the extent that those activities (A) are not inconsistent with any
direction of the Chairman of the Board or any duties under this Agreement, and
(B) do not interfere with the devotion by the Executive of his entire time,
attention and energies during normal business hours to the business of the
Company.
 
 Section
4.           Compensation.
 
 (a)           During
the Term of Employment, the Company will pay the Executive a base salary at an
annual rate of $220,000, in substantially equal periodic payments in accordance
with the Company’s practices for executive employees, as determined from time to
time by the Chairman of the Board.
 
 (b)           The
Chairman of the Board will review the salary payable to the Executive at least
annually beginning in the fourth fiscal quarter of 2007. The Chairman of the
Board, in his discretion, may increase the salary of the Executive from time to
time, but may not reduce the salary of the Executive below the amount set forth
in subsection 4(a) above.
 
 (c)           During
the Term of Employment, the Executive shall be eligible for consideration for an
annual incentive merit bonus, for the Executive’s performance during the fiscal
year of the Company in an amount determined by the Chairman of the Board in his
discretion, by reference to the accomplishment by the Executive of goals
established by the Chairman of the Board for the related fiscal year. The
Executive shall also be eligible to be paid other bonuses for each fiscal year
as determined by the Chairman of the Board. The Executive’s annual incentive
merit bonus, together with all such other bonuses paid or payable for the fiscal
year (including any amounts for which receipt is otherwise deferred pursuant to
a plan or arrangement with the Company), is referred to herein as “Annual Bonus
Compensation.”
 
 (d)           The
Company will reimburse the Executive, subject to compliance by the Executive
with the Company’s customary reimbursement practices, for all reasonable and
necessary out-of-pocket expenses incurred by the Executive on behalf of the
Company in the course of its business.
 
 (e)           The
Company may reduce any payments made to the Executive under this Agreement by
any required federal, state or local government withholdings or deductions for
taxes or similar charges, or otherwise pursuant to law, regulation or
order.
 
 (f)           Any
base salary payable to the Executive for any period of employment of less than
one year during the Term of Employment will be reduced to reflect the actual
number of days of employment during the period except as provided in Sections
8(b) and 8(c).
  2
  Section
5.           Other
Benefits.
 
 (a)           During
the Term of Employment, the Executive and his dependents may participate in and
receive benefits under any employee benefit plan which the Company makes
generally available to its employees and their families, including any pension,
life insurance, medical benefits, dental benefits or disability plan, but only
to the extent that the Executive or his dependents otherwise satisfies the
standards established for participation in the plan. The terms of Executive’s
existing option agreements, as amended, remain unaffected hereby, except as set
forth in Sections 8(b) and 8(c) hereof.
 
 (b)           The
Executive may take up to three weeks of vacation during each full calendar year
during the Term of Employment at a time mutually convenient to the Executive and
the Company, without loss of compensation or other benefits under this
Agreement.
 
 Section
6.           Confidentiality
and Post-Employment Restrictions.
 
 (a)           The
Executive acknowledges that the Company and its Affiliates have confidential
information and trade secrets, whether written or unwritten, with respect to
carrying on their business, including sensitive marketing, bidding,
technological and engineering information and data, names of past, present and
prospective customers or partners of and vendors or suppliers to the Company and
its Affiliates, working relationships with governmental agencies and officials,
methods of pricing contracts and income and expenses associated therewith, the
international business strategy and relative ranking of opportunities in various
countries, negotiated prices and offers outstanding, credit terms and status of
accounts and the terms or circumstances of any current or prospective business
arrangements between the Company and its Affiliates and any third parties
(“Confidential Information and Trade Secrets”). As used in this Agreement, the
term Confidential Information and Trade Secrets does not include (i) information
which becomes generally available to the public other than as a result of a
disclosure by the Executive, (ii) information which becomes available to the
Executive on a nonconfidential basis from a source other than the Company or its
Affiliates, or (iii) information known to the Executive prior to any disclosure
to him by the Company or its Affiliates. The Executive further acknowledges that
the Executive possesses a high degree of knowledge of the independent energy
industry and, in particular, has committed to a longstanding relationship with
the Company and its Affiliates as an employee and officer, which has allowed,
and will continue to allow, him access to the Company’s Confidential Information
and Trade Secrets. Accordingly, any employment by the Executive with another
employer in the independent energy industry or participation by him as a
substantial investor in any such industry may necessarily involve disclosure of
the Company’s Confidential Information and Trade Secrets. Consequently, the
Executive agrees that, if he voluntarily resigns his employment with the Company
for any reason other than (i) a breach of this Agreement by the Company, or (ii)
for Good Reason, he shall not at any time during the two-year period after such
resignation, directly or indirectly accept employment by or invest in (except as
a passive investor in a public corporation or in a publicly issued partnership
interest which, in either event, would not exceed an ownership interest of 2% of
the outstanding equity or partnership interest) in any person, firm,
corporation, partnership, joint venture or business which is engaged in the
production or marketing of steam or electrical energy or the distribution or
supply of electricity or natural gas (in each case in the States of Iowa,
Illinois, Nebraska, South Dakota, Kansas, Missouri, Minnesota or Wisconsin) or
which otherwise directly competes with the business of the Company or its
Affiliates and, further, the Executive agrees that, to avoid the risk of
disclosing or improperly using Confidential Information or Trade Secrets, he
shall not directly, or indirectly, provide consulting or advisory services to
any of such independent energy or utility businesses which conduct business in
such States or otherwise directly compete with the Company or its Affiliates.
The preceding sentence notwithstanding, Executive shall not be precluded from
accepting employment or providing services to Peter Kiewit Sons’, Inc. or any
Affiliate thereof.
  3
  (b)           Without
the written consent of the Chairman of the Board, the Executive will not, during
and for three years after the Term of Employment, (i) disclose any Confidential
Information and Trade Secrets of the Company or any Affiliate of the Company to
any Person (other than the Company, directors, officers or employees of the
Company, its Affiliates or duly authorized agents, attorneys or other
representatives thereof), or (ii) otherwise make use of any Confidential
Information and Trade Secrets other than in connection with authorized dealings
with or by the Company and its Affiliates.
 
 (c)           For
a period of three years after the Term of Employment, the Executive shall
neither directly nor indirectly solicit, on behalf of another employer, the
employment of, or hire or cause another employer to hire, any person who is then
currently employed by the Company or an Affiliate thereof, or otherwise induce,
on behalf of another employer, such person to leave the employment of the
Company or an Affiliate thereof without the prior written approval of the
Chairman of the Board.
 
 (d)           The
Executive will hold, on behalf of the Company and its Affiliates and as the
property of the Company and its Affiliates, all memoranda, manuals, books,
papers, letters, documents, computer discs, data and software and other similar
property obtained during the course of his employment by the Company or its
Affiliates and relating to the Company’s or its Affiliates business, and will
return such property to the Company or its Affiliates at any time upon demand by
the Chairman of the Board and, in any event, within five calendar days after the
end of the Term of Employment.
 
 (e)           During
the Term of Employment, Executive agrees to comply in all material respects with
the Company’s Code of Business Conduct and Berkshire Hathaway’s Code of Business
Conduct and all future amendments and restatements to such policy and to deliver
an executed Certificate of Compliance with respect thereto upon request by the
Company.
 
 (f)           If
any of the provisions of, or covenants contained in, this Section 6 are
hereafter construed to be invalid or unenforceable in any jurisdiction, the same
shall not affect the remainder of the provisions or the enforceability thereof
in any other jurisdiction, which shall be given full effect, without regard to
the invalidity or unenforceability in such other jurisdiction. If any of the
provisions of, or covenants contained in, this Section 6 are held to be
unenforceable in any jurisdiction because of the duration or geographical scope
thereof, the parties agree that the court making such determination shall have
the power to reduce the duration or geographical scope of such provision or
covenant and, in its reduced form, such provision or covenant shall be
enforceable; provided, however, that the determination of such court shall not
affect the enforceability of this Section 6 in any other
jurisdiction.
  4
  Section
7.           Termination
of Employment.
 
 (a)           The
employment of the Executive under this Agreement will terminate on the earliest
of: (i) written notice by the Executive of his resignation other than for Good
Reason; (ii) the day the Company gives to the Executive written notice of
termination without Cause; (iii) the day the Company gives to the Executive
written notice of termination for Cause; (iv) the Permanent Disability of the
Executive; (v) the death of the Executive; or (vi) written notice by the
Executive of his resignation for Good Reason.
 
 (b)           If
the employment of the Executive is terminated under this Agreement for any
reason whatsoever, the obligations of the Executive under Section 6 will remain
in full force and effect to the extent provided therein, and the termination
will not abrogate any rights or remedies of the Company or the Executive with
respect to any breach of the Agreement, except as expressly provided in Section
8.
 
 Section
8.           Payment Upon
Termination.
 
 (a)           If
the employment of the Executive is terminated pursuant to subsections (i) or
(iii) of Section 7(a), the Company will pay to the Executive, within 30 calendar
days, any base salary and reimbursable expenses pursuant to Section 4(a) and
Section 4(d) which are accrued but unpaid through the Termination
Date.
 
 (b)           If
the employment of the Executive is terminated pursuant to subsections (ii),
(iv), (v) or (vi) of Section 7 (a), the Company will pay the Executive, subject
to the Executive’s compliance in all material respects with his post-termination
obligations under Section 6, (i) within 30 calendar days, any base salary and
reimbursable expenses which are accrued and unpaid through such date, (ii)
within one month after the month of his Termination Date, a single lump sum
equal to twice his annual base salary then in effect pursuant to Section 4 and
(iii) within one month after the month of his Termination Date, a single lump
sum equal to two times the average Annual Bonus Compensation payable to the
Executive in respect of the two fiscal years immediately preceding the year in
which the Executive’s employment with the Company terminates (with any such year
for which no bonus was payable included in such two year average as a
zero).
 
 In
addition, in the event of any such termination, subject to the Executive’s
compliance in all material respects with his post-termination obligations under
Section 6, the Company agrees that (x) the Company stock options previously
granted to Executive will continue to vest according to their terms within such
next 24 months (beginning with the month following the month in which the
Termination Date occurs, after which time the unvested remainder will lapse) and
such vested options may be exercised within the remaining term of such options
as provided in the respective option agreements, and (y) the Company shall
continue in effect for Executive, for a period of twelve months after the date
of any such termination, the life insurance, medical benefits and dental
benefits available to the Executive and his dependents on the date of such
termination, subject to such employee contributions and other terms and
conditions as are applicable to active employees generally and subject to
subsequent modification or termination of such plans to the extent such
subsequent actions are also applicable to active employees generally; provided
that such plan benefits shall terminate earlier on the date, if any, that
comparable benefits are made available to the Executive by any new
employer.
  5
  (c)           Reserved.
 
 (d)           If
the employment of the Executive is terminated pursuant to subsections (ii) or
(vi) of Section 7 (a), any Performance Accelerated Stock Options (“PASOs”) held
by the Executive on the Termination Date will become vested and immediately
exercisable on such Termination Date and shall otherwise remain exercisable for
their term in accordance with the terms thereof.
 
 (e)           If
the employment of the Executive is terminated for any reason, then without
further action by the Company, the Board or any committee thereof, the Executive
may exercise any vested stock options (including any vested PASOs) held by the
Executive pursuant to existing procedures approved by the Compensation Committee
for cashless exercise, by surrendering previously owned shares, electing to have
the Company withhold shares otherwise deliverable upon exercise of such options,
or by providing an irrevocable direction to a broker to sell shares and deliver
all or a portion of the proceeds to the Company, in any case in an amount equal
to the aggregate exercise price and any tax withholding obligation attendant to
the exercise.
 
 Section
8A.        Certain Additional Payments
by the Company.
 
 (a)           Anything
in this Agreement to the contrary notwithstanding, in the event it shall be
determined that any payment, distribution, waiver of Company rights,
acceleration of vesting of any stock options or restricted stock, or any other
payment or benefit in the nature of compensation to or for the benefit of the
Executive, alone or in combination (whether such payment, distribution, waiver,
acceleration or other benefit is made pursuant to the terms of this Agreement or
any other agreement, plan or arrangement providing payments or benefits in the
nature of compensation to or for the benefit of the Executive, but determined
without regard to any additional payments required under this Section 8A) (a
“Payment) would be subject to the excise tax imposed by Section 4999 of the Code
(or any successor provision) or any interest or penalties are incurred by the
Executive with respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively referred to as the
“Excise Tax”), then the Executive shall be entitled to receive an additional
payment (a “Gross-Up Payment”) in an amount such that after payment by the
Executive of all taxes with respect to the Gross-Up Payment (including any
interest or penalties imposed with respect to such taxes), including, without
limitation, any income taxes (and any interest and penalties imposed with
respect thereto) and Excise Tax imposed upon the Gross-up Payment, the Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Payments. Any Gross-Up Payment made by the Company to the Executive with
respect to any Excise Tax paid by the Executive shall be made by the Company as
soon as administratively feasible after the determination of such Excise Tax,
but in no case later than by the end of the calendar year following the calendar
year in which the Executive makes the Excise Tax payment.
  6
  (b)           Subject
to the provisions of Section 8A(c), all determinations required to be made under
this Section 8A, including whether and when a Gross-Up Payment is required and
the amount of such Gross-Up Payment and the assumptions to be utilized in
arriving at such determination, shall be made by Deloitte and Touche LLP, or
such other nationally recognized accounting firm then auditing the accounts of
the Company (the “Accounting Firm”) which shall provide detailed supporting
calculations both to the Company and the Executive within 15 business days of
the receipt of notice from the Executive that there has been a Payment, or such
earlier time as is requested by the Company. In the event that the Accounting
Firm is unwilling or unable to perform its obligations pursuant to this Section
8A, the Executive shall appoint another nationally recognized accounting firm to
make the determinations required hereunder (which accounting firm shall then be
referred to hereunder as the Accounting Firm). All fees and expenses of the
Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment,
determined pursuant to this Section 8A, shall be paid by the Company to the
Executive within five days of the receipt of the Accounting Firm’s
determination. Any determination by the Accounting Firm shall be binding upon
the Company and the Executive. The parties hereto acknowledge that, as a result
of the potential uncertainty in the application of Section 4999 of the Code (or
any successor provision) at the time of the initial determination by the
Accounting Firm hereunder, it is possible that the Company will not have made
Gross-Up Payments which should have been made consistent with the calculations
required to be made hereunder (an “Underpayment”). In the event that the Company
exhausts its remedies pursuant to Section 8A(c) and the Executive thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Executive.
 
 (c)           The
Executive shall notify the Company in writing of any claim by the Internal
Revenue Service that, if successful, would require the payment by the Company of
the Gross-Up Payment. Such notification shall be given as soon as practicable
but no later than 20 business days after the Executive is informed in writing of
such claim and shall apprise the Company of the nature of such claim and the
date on which such claim is requested to be paid. The Executive shall not pay
such claim prior to the expiration of the 30-day period following the date on
which he gives such notice to the Company (or such shorter period ending on the
date that any payment of taxes with respect to such claim is due). If the
Company notifies the Executive in writing prior to the expiration of such period
that it desires to contest such claim, the Executive shall:
 
 (i)
              give
      the Company any information reasonably requested by the Company relating
      to such claim,
 
 (ii)
              take
      such action in connection with contesting such claim as the Company shall
      reasonably request in writing from time to time, including, without
      limitation, accepting legal representation with respect to such claim by
      an attorney reasonably selected by the
Company,
   7
  (iii)
              cooperate
      with the Company in good faith in order effectively to contest such claim,
      and
 
 (iv)
              permit
      the Company to participate in any proceedings relating to such
      claim;
   provided,
however, that the Company shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such
contest and shall indemnify and hold the Executive harmless, on an after-tax
basis, for any Excise Tax or income tax (including interest and penalties with
respect thereto) imposed as a result of such representation and payment of costs
and expenses. Without limiting the foregoing provisions of this Section 8A(c),
the Company shall control all proceedings taken in connection with such contest
and, at its sole option, may pursue or forgo any and all administrative appeals,
proceedings, hearings and conferences with the taxing authority in respect of
such claim and may, at its sole option, either direct the Executive to pay the
tax claimed and sue for a refund or contest the claim in any permissible manner,
and the Executive agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine; provided, however, that any
extension of the statute of limitations relating to payment of taxes for the
taxable year of the Executive with respect to which such contested amount is
claimed to be due is limited solely to such contested amount. Furthermore, the
Company’s control of the contest shall be limited to issues with respect to
which a Gross-Up Payment would be payable hereunder and the Executive shall be
entitled to settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.
 
 Except as
provided herein and to the extent necessary to give full effect to the
provisions of this Amendment, the terms of the Employment Agreement shall remain
in full force and effect.
 
 Section
8B.        Restrictions on Payment to
“Specified Employees” under Section 409A of the Internal Revenue
Code.   In the event any payment to be made under this Employment
Agreement is subject to the provisions of Section 409A of the Internal Revenue
Code (and is not otherwise exempt under applicable guidance issued under Section
409A), if such payment is due to the separation from service of the Executive
(other than because of death), and if the Executive is a "specified employee"
(as defined in Section 409A of the Internal Revenue Code) at the time of
separation from service, such payment shall not be made until the date that is 6
months following the date of separation from service.  In the event of
any such delay in payment, interest shall be added to the delayed payment
utilizing the interest rate on 1-year constant maturity U.S. Treasury Notes as
published by the Federal Reserve Board (or its successor) in Statistical Release
H.15 (or its successor) corresponding to the date that payment would have been
made if the delay hereunder had not occurred.
 
 Section
9.           Remedies.
 
 8
  (a)           The
Company will be entitled, if it elects, to enjoin any breach or threatened
breach of, or enforce the specific performance of, the obligations of the
Executive under Sections 3 or 6, without showing any actual damage or that
monetary damages would be inadequate. Any such equitable remedy will not be the
sole and exclusive remedy for any such breach, and the Company may pursue other
remedies for such a breach.
 
 (b)           Any
court proceeding to enforce this Agreement may be commenced in federal courts,
or in the absence of federal jurisdiction the state courts, located in Omaha,
Nebraska. The parties submit to the jurisdiction of such courts and waive any
objection which they might have to pursuit of any such proceeding in any such
court.
 
 (c)           Except
to the extent that the Company elects to seek injunctive relief in accordance
with subsection 9(a), any controversy or claim arising out of or relating to
this Agreement or the validity, interpretation, enforceability or breach of this
Agreement will be submitted to arbitration in Omaha, Nebraska, in accordance
with the then existing rules of the American Arbitration Association, and
judgment upon the award rendered in any such arbitration may be entered in any
court having jurisdiction.
 
 Section
10.         Assignment. Neither the
Company nor the Executive may sell, transfer or otherwise assign their rights,
or delegate their obligations, under this Agreement, provided that the Company
shall require any successor to all or substantially all of the business, stock
or assets of the Company to expressly assume the Company’s rights and
obligations hereunder.
 
 Section
11.         Unfunded Benefits. All
compensation and other benefits payable to the Executive under this Agreement
will be unfunded, and neither the company nor any affiliate of the Company will
segregate any assets to satisfy any obligation of the Company under this
Agreement. The obligations of the Company to the Executive are not the subject
of any guarantee or other assurance of any Person other than the
Company.
 
 Section
12.         Severability. Should
any provision, paragraph, clause or portion thereof of this Agreement be
declared or be determined by any court or arbitrator of competent jurisdiction
to be illegal, unenforceable or invalid, the validity or enforceability of the
remaining parts, terms or provisions shall not be affected thereby and said
illegal or invalid part, term or provision shall be deemed not to be a part of
this Agreement. Alternatively, the court or arbitrator having jurisdiction shall
have the power to modify such illegal, unenforceable or invalid provision so
that it will be valid and enforceable, and, in any case, the remaining
provisions of this Agreement shall remain in full force and effect.
 
 Section
13.         
Miscellaneous.
 
 (a)           This
Agreement may be amended or modified only by a writing executed by the Executive
and the Company.
 
 (b)           This
Agreement will be governed by and construed in accordance with the internal laws
of the State of Nebraska.
  9
  (c)           This
Agreement constitutes the entire agreement of the Company and the Executive with
respect to the matters set forth in this Agreement and supersedes any and all
other agreements between the Company and the Executive relating to those
matters.
 
 (d)           Any
notice required to be given pursuant to this Agreement will be deemed given (i)
when delivered in person or by courier or (ii) on the third calendar day after
it is sent by facsimile, with written confirmation of receipt, if to the
Company, to: Chairman of the Board, MidAmerican Energy Holdings Company at 1111
S. 103rd St.,
Omaha, Nebraska 68124, fax number (402) 231-1658, and, if to the Executive, at
MidAmerican Energy Holdings Company, 666 Grand Avenue, Des Moines, Iowa 50303,
fax number (515) 242-4031 or to such other address as may be subsequently
designated by the Company or the Executive in writing to the other
party.
 
 (e)           A
waiver by a party of a breach of this Agreement will not constitute a waiver of
any other breach, prior or subsequent, of this Agreement.
 
 
 
 IN
WITNESS WHEREOF, the Company and the Executive have entered into this Agreement
as of February 25, 2008.
  
 MIDAMERICAN
      ENERGY HOLDINGS COMPANYBy:
                /s/ 
      Douglas L. AndersonDouglas
      L. AndersonSenior
      Vice President and General Counsel
  EXECUTIVE:By:
                /s/ 
      Patrick J. GoodmanPatrick
      J. Goodman
    10
  EXHIBIT
A
 
 Defined
Terms
 
 
 “Affiliate”
means, with respect to a Person1(a) any
Person directly or indirectly owning, controlling, or holding power to vote 10%
or more of the outstanding voting securities of the Person; (b) any Person 10%
or more of whose outstanding voting securities are directly or indirectly owned,
controlled or held with power to vote by the Person; (c) any Person directly or
indirectly controlling, controlled by or under common control with, the Person;
and (d) any officer or director of the Person, or of any Person directly or
indirectly controlling the Person, controlled by the Person or under common
control with the Person. As used in this definition, “control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person.
 
 “Agreement”
means this Amended and Restated Employment Agreement,dated as of February 25,
2008, amending and restating the employment agreement  originally
entered into as of April 21, 1999, by and between the Company and the Executive,
as it may be amended from time to time in accordance with its
terms.
 
 “Board”
means the Board of Directors of the Company.
 
 “Cause”
means any or all of the following:
 
 (a)
              the
      willful and continued failure by the Executive to perform substantially
      the services and duties contemplated by this Agreement (other than any
      such failure resulting from the Executive’s incapacity due to
      disability);
 
 (b)
              the
      willful engaging by the Executive in gross misconduct which is injurious
      to the business or reputation of the Company in any material
      respect;
 
 (c)
              the
      gross negligence of the Executive in performing the services contemplated
      by this Agreement which is injurious to the business or reputation of the
      Company in any material respect; or
 
 (d)
              Executive’s
      conviction of, or pleading guilty or no contest to, a felony involving
      moral turpitude.
 
 “Code”
means the Internal Revenue Code of 1986, as amended.
 
 “Company”
means MidAmerican Energy Holdings Company, an Iowa corporation, and any
successor or assign permitted under the Agreement
 
 “Disability”
means, with respect to the Executive, a condition of any medically determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months and the
Executive (i) is unable to engage in any substantial gainful activity or (ii)
has been receiving income replacement benefits for a period of not less than 3
months under a group long term disability insurance policy covering employees of
the Company.
  11
  “Good
Reason” means any of the following events: (i) the failure by the Company to pay
to the Executive, for a material period of time and in a material amount,
compensation due and payable by the Company under Section 4 (a) of this
Agreement; (ii) any reduction by the Company of the title, office, duties or
authority of the Executive in any material respect; or (iii) any relocation of
the Executive’s primary place of employment to a location more than 25 miles
from Des Moines, Iowa.
 
 “Permanent
Disability” means a Disability which has continued for at least six consecutive
calendar months.
 
 “Person”
means any natural person, general partnership, limited partnership, corporation,
joint venture, trust, business trust, or other entity.
 
 “Term of
Employment” means the period of time beginning on April 21, 1999, and ending on
the fifth anniversary of such date, unless earlier terminated pursuant to
Section 7(a) or automatically extended pursuant to the following sentence. The
Term of Employment will be automatically extended for one year on each
anniversary of the date of this Agreement beginning on the fifth anniversary
unless the Executive has given the Company, or the Company has given the
Executive, a notice declining automatic extension at least 365 calendar days
before the anniversary.
 
 “Termination
Date” means the date of termination of employment of the Executive pursuant to
Section 7 of this Agreement.
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