Exhibit 10.17
AMENDED AND
RESTATED
CHANGE OF CONTROL SEVERANCE
AGREEMENT
THIS AMENDED AND RESTATED CHANGE
OF CONTROL SEVERANCE AGREEMENT (the “Agreement”) is made and
entered into between Capstone Turbine Corporation (the
“Company”) and Darren R. Jamison (the
“Executive”) to be effective April 8,
2009.
RECITALS:
WHEREAS, effective December 18, 2006, the Executive
became the Company’s president and chief executive officer
pursuant to the terms of a letter agreement dated December 1,
2006, (the “Letter Agreement”) which included certain
benefits and payments upon the severance of the Executive following
a change in control of the Company;
WHEREAS, in connection therewith, the Executive was made
eligible for participation in the Capstone Turbine Corporation
Change in Control Severance Plan (the “Plan”), which
provides a portion of the severance benefits described in the
Letter Agreement; and
WHEREAS, the parties entered into a Change of Control
Severance Agreement (the “Original Agreement”) to
provide the severance benefits described in the Letter Agreement
that are not provided through the Plan; and
WHEREAS , the parties desire to amend and restate the
Original Agreement as more specifically provided herein.
NOW, THEREFORE,
the parties do hereby agree to the
following terms and conditions regarding severance payable to
Executive in the events described herein:
Section 1.Termination of Employment Without
Cause
In the event that Executive’s employment
is terminated by the Company for reasons other than Misconduct (as
defined herein), the Executive will receive continuation of
payments in the amount of his base salary then in effect for a
period of one year following termination of employment. Provided,
however, that the provisions of this Section 1 will not apply
in the event that Executive is entitled to payments provided in
Section 2 hereof. “Misconduct” shall mean the
commission of any act of fraud, embezzlement, theft or dishonesty
by Executive, any unauthorized use or disclosure by Executive of
confidential information or trade secrets of the Company (or any
parent or
