exhibit10-1.htm


    EXHIBIT 10.1


      SIERRA
PACIFIC RESOURCES

      


      EXECUTIVE
CHANGE IN CONTROL POLICY

      


      EFFECTIVE
JANUARY 1, 2008

      


      


      1.   Policy
Purpose.  The purpose of the Sierra Pacific Resources Executive
Change in Control Policy (“Policy”) is to establish a uniform policy for the
provision of benefits to eligible executives of Sierra Pacific Resources
(“Company”) and its Subsidiaries (as defined herein), in the event of a
separation from service during the Term (as defined herein) by the Company or a
successor without Cause (as defined herein), or by the Eligible Executive (as
defined herein) with Good Reason (as defined herein), in either case within
twenty-four (24) months following a Change in Control (as defined herein) or at
any time following a Potential Change in Control (as defined herein) but prior
to a Change in Control, all as set forth in this Policy.

       

      2.   Eligible
Executives.  Employees who are eligible for the benefits
provided for in this Policy (“Eligible Executives”) are employees of the Company
and its Subsidiaries who:  (a) immediately prior to the effective
time of a Change in Control are within one of the following
categories:  (i) senior officers reporting directly to the Chief
Executive Officer of the Company; (ii) named executive officers as so reported
in the Company’s annual report and proxy materials most recently filed with the
Securities and Exchange Commission; and (iii) executives who are designated by
the Chief Executive Officer of the Company as having responsibility for a
significant business organization or function of the Company; and (b) are
not parties to an employment or other agreement with the Company or any of its
Subsidiaries, pursuant to which the executive may become eligible for severance
or similar benefits following a Change in Control of the Company.  For
the avoidance of doubt, the Company shall, effective immediately prior to the
effective time of a Change in Control, determine and communicate the list of
Eligible Executives, and such determination shall be final and binding on all
parties.

       

      Notwithstanding
any other provision of this Policy, absent a Change in Control, severance
benefits for Eligible Executives will be provided under the terms and conditions
of the Sierra Pacific Resources Executive Severance Plan, or an individual
severance arrangement with the Eligible Executive, and not under this
Policy.  It is the intent of the Company that Eligible Executives not
be eligible for duplicate severance benefits under multiple plans or
arrangements.

       

      3.   Severance
Benefits.  In the event that during the Term:  (i) an
Eligible Executive is terminated without Cause by the Company or any of its
Subsidiaries or a successor entity (or any of their respective affiliates); or
(ii) an Eligible Executive resigns with Good Reason from his/her employment with
the Company, a successor entity or any of their respective affiliates, in either
case within twenty-four (24) months following a Change in Control, or following
the occurrence of a Potential Change in Control and before a Change in Control,
the Eligible Executive will, subject to his/her timely execution of the
Agreement and Release provided for in Section 4 hereof, be entitled to receive
the following benefits:

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      (a)  Cash Severance
Payment.  A one-time lump sum cash severance payment in an
amount equal to a multiple (as specified in the chart set forth below) of the
aggregate of:  (i) the Eligible Executive’s annualized base salary in
effect immediately before the separation from service or, if applicable and
higher, as in effect immediately before the event or circumstance constituting
Good Reason, plus (ii) the Eligible Executive’s target annual incentive award
for the year of the separation from service, the year in which the Change in
Control occurs or the year immediately preceding the year in which the Change in
Control occurs, whichever is highest.  The multiple used to calculate
the severance payment will be the applicable multiple set forth in the following
chart, based on the Eligible Executive’s position with the Company immediately
prior to the termination or resignation, or the Eligible Executive’s position
immediately prior to the Change in Control, whichever position is more
senior:

       

      
        
          	
                   

                   

                  Position

                	
                  Multiple
      of Base Salary

                  +

                  Target Annual Incentive

                
	 
      	 
      
	
                  Senior
      Officer

                	
                  3x

                
	
                  Officer

                	
                  2x

                
	
                  Other
      Eligible Executive

                	
                  1x

                


        

      

      


      (b)  Annual Incentive
Awards.  A one-time lump sum cash payment equal to the sum of
(i) any earned, but unpaid annual incentive award applicable for the year
preceding the Eligible Executive’s separation from service; and (ii) a pro rata
portion, as of the date of the separation from service, of the Eligible
Executive’s target annual incentive award for the year of the separation from
service.

       

      (c)  Long-Term Incentive
Awards.  With respect to all outstanding long-term incentive
awards other than stock options, the Eligible Executive will also receive a
one-time lump sum cash payment equal to the target value of each such award
(valued as of the date of the Eligible Executive’s separation from service),
prorated for the portion of the applicable performance period through the date
of the Eligible Executive’s separation from service.  With respect to
any outstanding stock options previously awarded to the Eligible Executive, each
such stock option shall be deemed to be fully vested immediately prior to the
Eligible Executive’s separation from service, and shall continue to be
exercisable throughout the original term of the option (without giving effect to
a termination of employment prior to expiration).

       

      (d)  Retirement Benefit
Payment.  The Eligible Executive will also receive a one-time
lump sum cash payment equal to the excess
of:  (i) the actuarial equivalent of the benefit which the
Eligible Executive would  have accrued under the Sierra Pacific
Resources Retirement Plan and the Sierra Pacific Resources Retirement
Restoration Plan, and any successor plans (collectively, the “Retirement Plans”)
determined as if the Eligible Executive had been credited with the number of
additional months of service credit under the Retirement Plans specified in the
following chart, and had earned, during such additional period, total
compensation equal to the Eligible Executive’s total compensation during the
twelve (12) months immediately preceding the Eligible Executive’s separation
from service, or, if applicable and higher, the Eligible Executive’s total
compensation during the twelve (12) months immediately prior to the event or
circumstance constituting Good Reason; over (ii) the
actuarial equivalent of the benefit earned by the Eligible Executive under the
Retirement Plans as of the date of the Eligible Executive’s separation from
service.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        
          	
                   

                  Position

                	
                  Number
      of Additional

                  Months of Service Credit

                
	 
      	 
      
	
                  Senior
      Officer

                	
                  36
      months

                
	
                  Officer

                	
                  24
      months

                
	
                  Other
      Eligible Executive

                	
                  12
      months

                


        

      

      


      The lump
sum cash payment provided for in this section shall be
calculated:  (i) by taking into consideration any early retirement
subsidies available under the Pension Plans; (ii) as the present value of a
straight life annuity commencing at the date as of which the actuarial
equivalent is the greatest; (iii) without regard to any amendment to a
Retirement Plan made subsequent to a Change in Control, which would decrease the
amount of the lump sum payment under this paragraph; and (iv) using the
actuarial factors used under the Retirement Plans as of the date of the Eligible
Executive’s separation from service, or, if applicable and more favorable, the
actuarial assumptions used under the Retirement Plans as of the date of the
event or circumstance constituting Good Reason.

       

      (e)  Health Care
Benefits.  Eligible Executives and their eligible dependents
will, for the period of time set forth in the following chart, also be eligible
for continued group life insurance, disability, accident and health care
coverage substantially similar to those benefits provided to the Eligible
Executive and his/her eligible dependents immediately prior to the Eligible
Executive’s separation from service, or, if applicable and greater, as provided
immediately before the event or occurrence constituting Good
Reason.  The required contribution by the Eligible Executive for such
continued coverage will be the applicable employee rate.  The period
of continued health care coverage provided for herein shall run concurrently
with the Eligible Executive’s available COBRA continuation coverage
period.

       

      
        
          	
                   

                  Position

                	
                  Period
      of Continued

                  Health Care Coverage

                
	 
      	 
      
	
                  Senior
      Officer

                	
                  36
      months

                
	
                  Officer

                	
                  24
      months

                
	
                  Other
      Eligible Executive

                	
                  12
      months

                


        

      

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
 

      (f)  Retiree Health-Care and Life
Insurance Benefits.  If the Eligible Executive would have been
eligible to participate in the post-retirement health care and/or group life
insurance coverage available to retirees of the Company under the Sierra Pacific
Resources Retiree Health and Life Insurance Plan, or any successor plan
(“Retiree Health Plan”), had the Eligible Executive’s separation from service
occurred on or after the period of time specified in the following chart, the
Company will provide benefits to the Eligible Executive and his/her eligible
dependents for which the Eligible Executive and his/her eligible dependents
would have been eligible under the Retiree Health Plan during the remaining
lifetime of the Eligible Executive and his/her eligible
dependents.  Such benefits shall commence upon the later
of:  (i) the first date on which the Eligible Executive could have
retired and commenced participation in the Retiree Health Plan within the period
specified in the following chart; or (ii) the date on which the continuing
health care benefits under section (e) above terminate.

       

      
        
          	
                   

                  Position

                	
                  Applicable

                  Period of Time

                
	 
      	 
      
	
                  Senior
      Officer

                	
                  36
      months

                
	
                  Officer

                	
                  24
      months

                
	
                  Other
      Eligible Executive

                	
                  12
      months

                


        

      

      


      As a
condition to receiving the benefits provided for in this paragraph, the Eligible
Executive shall be required to pay the Company the full amount of the
contributions that would have been required had the Eligible Executive (and, if
applicable, his/her eligible dependents) been covered under the Retiree Health
Plan, at the time that such contributions would have been due.  Death
proceeds for any life insurance benefits provided for in this section shall be
paid upon the death of the Eligible Executive.

       

      (g)  Final Pay Check and
Vacation.  The Eligible Executive will also receive his/her
final pay check, as well as pay for earned, but unused vacation, if any,
pursuant to the Company’s normal payroll and vacation practices and
policies.

       

      (h)  Other Benefit
Plans.  Eligible Executive will also receive any vested,
accrued benefits to which he/she have become entitled under any of the Company’s
employee benefit plans in accordance with the respective provisions of such
employee benefit plans as they may be amended from time to time.

       

      4.   Agreement
and Release.  As a condition to receiving the severance
benefits provided for in Section 3 above, Eligible Executives will be required
to execute an Agreement and Release in a form reasonably required by the Company
or its successor.  Payment and provision of the severance benefits
shall not be made or commence unless and until the Eligible Executive has
executed (and not revoked) the Agreement and Release.  In the event
that the Eligible Executive fails, or elects not, to execute the Agreement and
Release by the later of:  (a) the end of the calendar year of the
Eligible Executive’s separation from service; or (b) 21⁄2 months following the
Eligible Executive’s separation from service, the Eligible Executive shall be
deemed to have forfeited any right to receive any of the severance benefits
provided for in this Policy, and the Company shall have no obligation to provide
any such benefits.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      5.   Timing of
Payment of Severance Benefits.  Subject to Section 4
above, the severance benefits provided for in Section 3(a) - (d) of this
Policy shall be paid or commence as of the date of the Eligible Executive’s
separation from service or, if such separation from service occurs following a
Potential Change in Control, but prior to a Change in Control, such severance
benefits shall be paid or commence as of the date of the Change in
Control.  Any reimbursement of expenses made to the Eligible Executive
under paragraphs 3(e) and 3(f), shall be made as soon as reasonably practicable
following the date that the expense is incurred by the Eligible Executive and in
any event by no later than the end of the calendar year following the year in
which the expense is incurred.  Additionally, with respect to the
reimbursements and benefits provided for in paragraphs 3(e) and
3(f):  (i) the amount of such reimbursements and benefits
provided during any year shall not affect the reimbursement or benefits provided
under such paragraphs in any other year; and (ii) the Eligible Executive’s
right to such reimbursements and benefits shall not be subject to liquidation or
exchange for another benefit.

       

      Notwithstanding
any other provision of this Policy, if the Eligible Executive is a “specified
employee” within the meaning of Section 409A of the Internal Revenue Code
of 1986, as amended (the “Code”), the severance benefits will be paid or
commence on the expiration of six (6) months following the Eligible Executive’s
separation from service.

       

      6.   Vesting
of Certain Benefits Following a Change in Control.  In addition
to the severance benefits provided for in Section 3 above, all benefits
under the Sierra Pacific Resources Deferred Compensation Plan, the Sierra
Pacific Resources Retirement Restoration Plan and the Sierra Pacific Resource
Supplemental Executive Retirement Plan shall, to the extent not vested, become
fully vested immediately upon the occurrence of a Change in
Control.  Payment of benefits under each of such plans shall be
governed by the relevant provisions of the respective plan documents, as they
may be amended form time to time.

       

      7.   Reduction
of Benefits to Avoid Excise Taxes.

       

      (a)  In the
event that any benefit to be received by the Eligible Executive under this
Policy would be subject to an excise tax pursuant to Code sections 280G and
4999, then the cash severance payments provided for herein shall first be
reduced, and the non-cash severance benefits provided for herein shall
thereafter be reduced, to the extent necessary so that no portion of the
benefits provided for herein is subject to such excise tax; provided that such
reduction shall only apply if the net amount of the total benefits provided for
herein, as so reduced (and after subtracting the net amount of federal, state
and local income taxes on such reduced total benefits) is greater than or equal
to the net amount of the total benefits provided for herein without such
reduction (but after subtracting the net amount of federal, state and local
income taxes on such total benefits and the amount of excise taxes to which the
Eligible Executive would be subject in light of such unreduced total
benefits).

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      (b)  The
determination of whether excise taxes will apply upon the provision of benefits
hereunder will be made by independent tax counsel selected by the Company and
reasonably acceptable to the Eligible Executive.  At the time that
benefits become payable under this Policy, the Company shall provide the
Eligible Executive with a written statement setting forth the manner in which
such payments were calculated and the basis for such calculations, including any
opinions or other advice the Company has received with respect to any excise
taxes under Code sections 280G and 4999.

       

      8.   Legal
Fees.  The Company shall pay to the Eligible Executive all
legal fees and expenses incurred by the Eligible Executive in disputing in good
faith any issue under this Policy relating to the Eligible Executive’s
separation from service, in enforcing any benefit or right provided for in this
Policy, or in connection with any tax audit or proceeding to the extent such
audit or proceeding is attributable to the application of Code section
4999.  Such reimbursements shall be made as soon as reasonably
practicable following the Company’s receipt of the Eligible Executive’s written
request for reimbursement (accompanied by evidence of the fees and expenses
incurred), and in any event such reimbursement shall be made by the end of the
calendar year following the calendar year in which the fees or expenses were
incurred.

       

      9.   No
Mitigation.  The Eligible Executive shall not be obligated to
seek or accept other employment or to attempt to mitigate or reduce the amounts
payable to the Eligible Executive hereunder, and such amounts shall not be
reduced by any compensation or benefits earned by the Eligible Executive as the
result of employment with another employer, by any retirement benefits received
by the Eligible Executive from any source, by offset against any amount claimed
to be owed by the Eligible Executive to the Company, or otherwise.

       

      10.   Successor
Bound by Policy.  It is the intent of the Company that this
Policy will be assumed by, and be binding upon, a successor employer of Eligible
Executive following a Change in Control.  The Company intends to seek
the express assumption of this Policy by any such successor
employer.  If a successor employer fails or refuses to expressly
assume this Policy prior to the effective date of a Change in Control, the
Eligible Executive will, effective immediately prior to the effective time of a
Change in Control, be eligible for the benefits provided for in this
Policy.

       

      11.   Amendments.  This
Policy shall expire and be of no further force or effect upon the expiration of
the Term.  During the Term, this Policy may be amended in any respect
from time to time, or terminated at any time, by the Board or a duly authorized
committee thereof; provided, however, that no such amendment that materially
adversely affects the benefits available to Eligible Executives may be made
following the occurrence of a Potential Change in Control or a Change in
Control.

       

      12.   Definitions.  For
purposes of this Policy, the following terms shall have the meanings set forth
below:

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      (a)  “Beneficial
Owner” shall have the meaning set forth in Rule 13d-3 and Rule 13d-5 under the
Exchange Act.

       

      (b)  “Board”
shall mean the Board of Directors of the Company.

       

      (c)     
“Cause” for termination by the Company of the Eligible Executive’s employment
shall mean (i) the willful and continued failure by the Eligible Executive to
substantially perform the Eligible Executive’s duties with the Company (other
than any such failure resulting from the Eligible Executive’s incapacity due to
physical or mental illness or any such actual or anticipated failure after the
Eligible Executive has provided notice of termination for Good Reason after the
Company has provided the Eligible Executive with written notice specifying such
failure and provided the Eligible Executive with a period of not less than 30
days to cure such failure, or (ii) the willful engaging by the Eligible
Executive in conduct which is demonstrably and materially injurious to the
Company, monetarily or otherwise.  For purposes of this definition, no
act, or failure to act, on the Eligible Executive’s part shall be deemed
“willful” unless done, or omitted to be done, by the Eligible Executive not in
good faith and without reasonable belief that the Eligible Executive’s act, or
failure to act, was in the best interest of the Company.

       

      (d)  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:

       

      
        	
                (1)  

              	
                any
      Person is or becomes the Beneficial Owner, directly or indirectly, of
      securities of the Company representing 40% or more of the combined voting
      power of the Company’s then outstanding securities, excluding (i) any
      Person who becomes such a Beneficial Owner in connection with a
      transaction described in clause (i) of paragraph (3) below and (ii) any
      acquisition directly from the Company (excluding any acquisition resulting
      from the exercise of a conversion or exchange privilege in respect of
      outstanding convertible or exchangeable securities unless such outstanding
      convertible or exchangeable securities were acquired directly from the
      Company); or

              


      

       

      
        	
                (2)  

              	
                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 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

              


      

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (3)  

              	
                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 at least 66-2/3% of
      the securities of the Company and at least 66-2/3% of the combined voting
      power of the securities of the Company outstanding immediately after such
      merger or consolidation (either by remaining outstanding or by being
      converted into voting securities of the surviving entity or any parent
      thereof), being beneficially owned, directly or indirectly, by all or
      substantially all of the individuals or entities (including any trustee or
      other fiduciary holding securities under an employee benefit plan of the
      Company or any subsidiary of the Company), who were the beneficial owners,
      respectively, of the securities of the Company and the combined voting
      power of the securities of the Company outstanding immediately prior to
      such merger or consolidation and in substantially the same proportions
      relative to each other as their ownership of the outstanding securities
      and the combined voting power of the outstanding securities of the Company
      prior to 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 40% or more of the combined voting power of the Company’s
      then outstanding securities; or

              


      

       

      
        	
                (4)  

              	
                the
      stockholders of the Company or a court or regulatory agency having
      jurisdiction over the matter approves a plan of complete liquidation or
      dissolution of the Company or there is consummated an agreement for or a
      court or regulatory agency having jurisdiction over the matter approves
      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.

              


      

       

      
        	
                (5)  

              	
                There
      is (a) consummated a sale of a majority of the issued and outstanding
      stock of the Company and/or there is consummated an agreement for the sale
      or disposition by the Company of all or substantially all of either of
      their assets, or a plan of complete liquidation or dissolution or sale or
      disposition of all or substantially all of the assets of the Company is
      approved or adopted by the stockholders or any court or agency having
      jurisdiction over the matter.

              


      

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

       

      Subject
to the foregoing, except for Section d(4), 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.

       

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

       

      (f)  “Company”
shall mean Sierra Pacific Resources, a Nevada corporation.

       

      (g)  “Disability”
shall be deemed the reason for the termination by the Company of the Eligible
Executive’s employment, if, as a result of the Eligible Executive’s incapacity
due to physical or mental illness, the Eligible Executive shall have been absent
from the full-time performance of the Eligible Executive’s duties with the
Company for a period of six (6) consecutive months, the Company shall have given
the Eligible Executive a Notice of Termination for Disability, and, within
thirty (30) days after such Notice of Termination is given, the Eligible
Executive shall not have returned to the full-time performance of the Eligible
Executive’s duties.

       

      (h)  “Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended from time to
time.

       

      (i)  “Good
Reason” for termination by the Eligible Executive of the Eligible Executive’s
employment shall mean the occurrence of any one of the following acts by the
Company; provided that the Eligible Executive has provided the Company with a
written notice specifying the event or occurrence constituting Good Reason and a
period of not less than 30 days to cure said event or occurrence:

       

      
        	
                (1)  

              	
                the
      assignment to the Eligible Executive of any duties substantially below the
      Eligible Executive’s status as an officer of the Company or a substantial
      adverse reduction in the nature or status of the Eligible Executive’s
      responsibilities from those in effect immediately prior to a Change in
      Control other than any changes primarily attributable to the. fact that
      the Company may no longer be a public
company;

              


      

       

      
        	
                (2)  

              	
                a
      reduction by the Company in the Eligible 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 the Company and all senior executives of any Person
      in control of the Company;

              


      

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (3)  

              	
                the
      failure by the Company to pay to the Eligible Executive any portion of the
      Eligible Executive’s current compensation except pursuant to an
      across-the-board compensation deferral or good faith reduction in
      compensation necessitated by unfavorable exigent business conditions or
      circumstances similarly affecting all senior executives of the Company and
      all senior executives of any Person in control of the Company, or to pay
      to the Eligible Executive any portion of an installment of deferred
      compensation under any deferred compensation program of the Company,
      within thirty (30) days of the date such compensation is
    due;

              


      

       

      
        	
                (4)  

              	
                the
      failure by the Company to continue in effect any compensation plan in
      which the Eligible Executive participates immediately prior to a Change in
      Control which is material to the Eligible Executive’s total compensation,
      unless an equitable alternative arrangement has been adopted, or the
      failure by the Company to continue the Eligible Executive’s participation
      in any such plan (or in such 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 Eligible Executive’s participation
      relative to other participants, as existed immediately prior to the Change
      in Control; or

              


      

       

      
        	
                (5)  

              	
                the
      failure by the Company to continue to provide the Eligible Executive with
      benefits substantially similar to those enjoyed by the Eligible Executive
      under any of the Company’s pension, savings, life insurance, medical,
      health and accident, or disability plans in which the Eligible Executive
      was participating immediately prior to a Change in Control (except for
      across the board changes similarly affecting all senior executives of the
      Company and all senior executives of any Person in control of the
      Company), the taking of any other action by the Company which would
      directly or indirectly materially reduce any of such benefits or deprive
      the Eligible Executive of any material fringe benefit enjoyed by the
      Eligible Executive at the time of the Change in Control, or the failure by
      the Company to provide the Eligible Executive with substantially the same
      number of paid vacation days to which the Eligible Executive is entitled
      on the basis of years of service with the Company in accordance with the
      Company’s normal vacation policy in effect immediately prior to a Change
      in Control.

              


      

       

      The
Eligible Executive’s right to terminate the Eligible Executive’s employment for
Good Reason shall not be affected by the Eligible Executive’s incapacity due to
physical or mental illness.  The Eligible 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 Eligible 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.

       

       

      
        
          
          

        

        
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      (j)  “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.

       

      (k)  “Potential
Change in Control” shall be deemed to have occurred if any one of the following
events shall have occurred:

       

      
        	
                (1)  

              	
                The
      Company enters into an agreement, the consummation of which would result
      in the occurrence of a Change in
Control;

              


      

       

      
        	
                (2)  

              	
                Any
      Person publicly announces an intention to take or to consider taking
      actions which, if consummated, would constitute a Change in
      Control;

              


      

       

      
        	
                (3)  

              	
                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 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) with the express intention of acquiring a
      sufficient amount of securities so as to constitute a Change in
      Control.

              


      

       

      A
Potential Change in Control shall be deemed to have terminated and no longer be
in effect if:  (i) with respect to paragraph (1) above, the
agreement is terminated; and (ii) with respect to paragraphs (2) and (3)
above, the parties involved publicly announce an intention not to take the
action which would have constituted a Change in Control.

       

      (l)           “Term”
shall mean the three (3) year period commencing on January 1, 2008, and ending
on December 31, 2010.

       

      Executed
effective as of January 1, 2008.

       

                          SIERRA PACIFIC
RESOURCES

      


      


       

       

                          By:      /s/  Steve
Wood          
                                                                     


      
        
           


        

        
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