Entry Into Severance, Consulting and Equity-Related Agreements With Ulen A. North, Jr. and Celia B. Page By Cap Rock Energy
May 10 2006 - 6:13PM
PR Newswire (US)
MIDLAND, Texas, May 10 /PRNewswire-FirstCall/ -- Cap Rock Energy
Corporation (AMEX:RKE) (the "Company") today announced the
effectiveness of certain severance, consulting and equity-related
agreements concerning Ulen A. North, Jr., Executive Vice President,
and Celia B. Page, Vice President, Special Projects and Assistant
Secretary/Treasurer. On November 4, 2005, Cap Rock Energy entered
into an agreement and plan of share exchange with Cap Rock Holding
Corporation ("CHC"). Subject to the terms and conditions set forth
in the agreement, CHC will acquire all the outstanding shares of
Cap Rock Energy common stock for $21.75 per share. The transaction
is expected to close shortly. For more information, please see the
Company's public filings with the Securities and Exchange
Commission, which are publicly available at http://www.sec.gov/ ,
and the Company's proxy statement, dated January 30, 2006,
delivered to shareholders in connection with the transaction (the
"proxy statement"). Effective as of today, Mr. North, the Company
and CHC have entered into a Severance Agreement and Waiver and
Release, pursuant to which (i) Mr. North will cease his employment
with the Company and receive a cash payment of $205,000.00, (ii)
the aggregate value of the shares of restricted stock that CHC will
be obligated to grant to Mr. North on the day following the
consummation of the Share Exchange (as described in the proxy
statement), will be reduced to $200,000, (iii) Mr. North will agree
to certain confidentiality and non-competition restrictions and
(iv) Mr. North will waive any and all claims he might have against
the Company or CHC. Mr. North and the Company have also entered
into a Consulting Agreement, effective today, pursuant to which Mr.
North will perform consulting services for the Company for a term
of three years in return for hourly compensation. Also effective as
of today, Ms. Page, the Company and CHC have entered into a
Severance Agreement and Waiver and Release, pursuant to which (i)
Ms. Page will cease her employment with the Company and receive a
cash payment of $283,471.00, (ii) CHC will not be obligated to, and
will not, grant Ms. Page any restricted shares pursuant to her
restricted stock agreement with CHC (as described in the proxy
statement), (iii) Ms. Page will be deemed to be a retired employee
with 20 years of service for purposes of the provision of medical
and dental insurance by the Company and (iv) Ms. Page will waive
any and all claims she might have against the Company or CHC. Ms.
Page and the Company have also entered into a Consulting Agreement,
effective as of today, pursuant to which Ms. Page will perform
consulting services for the Company for a term of 12 months in
return for hourly compensation. In addition, effective as of today,
Mr. North and Ms. Page ceased to be parties to the Rollover
Agreement set forth as Exhibit 5 to the Schedule 13D filed by CHC
with the SEC on November 14, 2005. Pursuant to the terms of the
Rollover Agreement, certain executive officers of the Company will
exchange certain of their shares of the Company's common stock for
shares of CHC immediately prior to the share exchange discussed
above. Mr. North and Ms. Page will no longer exchange their shares
for CHC shares immediately prior to the share exchange. Instead,
Ms. Page and Mr. North's shares will be converted into the right to
receive $21.75 at the time of the share exchange along with the
other unaffiliated shareholders of the Company. The Company
provides electric distribution services to over 35,000 meters in 28
counties in Texas. Its corporate office is located in Midland,
Texas. All statements, other than statements of historical fact
included in this news release, are forward-looking statements as
that term is defined in the Private Securities Litigation Reform
Act of 1995. Any such forward-looking statements involve risks and
uncertainties and actual results, performance or achievements of
the Company may be different from those express or implied in the
forward-looking statements. DATASOURCE: Cap Rock Energy Corporation
CONTACT: Ronnie Lyon of Cap Rock Energy Corporation,
+1-903-813-0377, or
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