Exhibit 10.2


 


	
   

  	
  MIRANT CORPORATION

  RESTRICTED STOCK UNIT AWARD AGREEMENT

  	
  

  



 


This
Restricted Stock Unit Award (this “Award”) is made as of January 13,
2006, by MIRANT CORPORATION, a US corporation (the “Company”) to [EXECUTIVENAME]
(“Executive”).


 


W I  T  N  E  S  S  E  T  H:


 


WHEREAS,
the Company entered into an employment agreement with Executive, dated as of [DATE]
(the “Agreement”) providing for the grant to Executive of restricted
stock units (“Restricted Stock Units”) upon the Company’s emergence from
bankruptcy protection; and


 


WHEREAS,
pursuant to the terms of the Agreement the Compensation Committee of the Board
of Directors of the Company (the “Board”) has granted to Executive an
award of Restricted Stock Units to promote Executive’s long-term interests in the
success of the Company;


 


NOW
THEREFORE, the Company awards Restricted Stock Units to Executive pursuant to
the following terms and conditions:


 


1.             Restricted Stock Unit Award.  The Company hereby
grants to Executive an award of [NUMBER OF UNITS] Restricted Stock Units that
are to be settled in common stock of the Company (“Common Stock”).  The Restricted Stock Units shall be
transferable only in accordance with the provisions of Section 8 of this
Award and subject to the restrictions and other conditions set forth
herein.  This Award is granted, and the
shares to be delivered to Executive in settlement of the Restricted Stock Units
shall be issued, under the Mirant Corporation 2005 Omnibus Incentive
Compensation Plan (the “Plan”).


 


2.             Restrictions.  Except as provided in Section 3 below,
the Restricted Stock Units shall vest and become transferable as follows:


 


a.     [VEST
PERCENTAGE 1] of the Restricted Stock Units shall vest [VEST DATE 1];


 


b.              [VEST PERCENTAGE 2] of the Restricted Stock
Units shall vest [VEST DATE 2];


 


c.     [VEST
PERCENTAGE 3] of the Restricted Stock Units shall vest [VEST DATE 3]; and


 


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d.     [VEST
PERCENTAGE 4] of the Restricted Stock Units shall vest [VEST DATE 4].


 


3.             Change in
Employment Status.  


 


a.             Termination
Without Cause, Non-Renewal, for Good Reason, Death or Disability.  In the event of Executive’s termination of
employment with the Company (regardless of whether such termination is in
connection with a Change in Control (as defined in the Agreement)) (i) by
the Company without Cause (as defined in the Agreement), (ii) by reason of
the failure of the Company to offer to renew the Agreement (as provided in the
Agreement), (iii) by Executive for Good Reason (as defined in the
Agreement) or (iv) as a result of Executive’s death or Disability (as
defined in the Agreement), all Restricted Stock Units that have not already
vested, as of the date of such termination, shall vest immediately and become
nonforfeitable.


 


b.             Termination
for Cause, Voluntary Resignation Without Good Reason.  In the event of Executive’s termination of
employment with the Company (i) by the Company for Cause or (ii) by
reason of Executive’s resignation from the Company for any reason other than
Good Reason, all Restricted Stock Units that have not already vested as of the
date of such termination shall be immediately forfeited by Executive.


 


4.             Book Entry Account.  Within a reasonable time after the date of
this Award, the Company shall instruct its transfer agent to establish a book
entry account representing the Restricted Stock Units in Executive’s name
effective as of the grant date, provided that the Company shall retain control
of such account until the Restricted Stock Units have become vested in
accordance with this Award and shares of Common Stock have been issued in
settlement of the Restricted Stock Units.


 


5.             Distribution of Shares.  Consistent with the provisions of Section 3
of this Award and except as provided in the following sentence, on the day
following Executive’s termination of employment with the Company or immediately
prior to the occurrence of a Change on Control (provided that the Change of
Control qualifies as a change in control event as defined by Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”) and the
applicable regulations and guidance thereunder), Executive (or in the event of
death or incapacity in connection with a Disability, the Executive’s executor,
administrator, trustee, guardian or other duly appointed legal representative,
as the case may be) shall receive one share of the Company’s Common Stock, as
provided in Section 1 above in satisfaction of each Restricted Stock Unit
credited to his account under Section 4 above and vested either
theretofore or by reason of the event resulting in such termination.  Notwithstanding the foregoing, to the extent
required to comply with Section 409A of the Code and the applicable
regulations and guidance thereunder, any distribution of shares of Common Stock
under this Award shall be delayed to the first day after the six-month
anniversary of Executive’s separation from service, as defined in Code Section 409A
and the applicable regulations and guidance thereunder.


 


6.             Stockholder Rights; Dividend Equivalents.  The Restricted Stock Units do not confer to
Executive or any Permitted Transferee any rights of a stockholder of the
Company unless and until shares of Common Stock are in fact issued to such
person in connection with the Restricted Stock Units.  However, if and when dividends or other
distributions are paid with respect to the Common Stock while the Restricted
Stock


 


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Units are outstanding, the
dollar amount or fair market value of such dividends or distributions with respect
to the number of shares of Common Stock then underlying the Restricted Stock
Units shall be converted into additional Restricted Stock Units based on the
fair market value of the Common Stock as of the date such dividends or
distributions were payable, and such additional Restricted Stock Units shall be
credited to Executive’s account under Section 4 hereof and shall be
subject to the same transfer restrictions and conversion provisions as apply to
the Restricted Stock Units with respect to which they relate.


 


7.             Withholding.  Executive shall pay all applicable federal,
state and local income and employment taxes (including taxes of any foreign
jurisdiction), which the Company is required to withhold at any time with
respect to the Restricted Stock Units. 
Such payment shall be made in full, at Executive’s election, in cash or
check, by withholding from Executive’s next normal payroll check, or by the
tender of shares of Common Stock previously owned by Executive.  Shares tendered as payment of required withholding
shall be valued at the closing price per share of Common Stock on the date such
withholding obligation arises.  Without
limiting the foregoing, Executive may elect that any such withholding
requirement be satisfied, in whole or in part, by having the Company withhold
from the Restricted Stock Units upon settlement a number of shares of Common
Stock having a fair market value on the date of withholding equal to the
minimum amount (and not any greater amount) required to be withheld for tax
purposes, all in accordance with such procedures as the Company establishes.


 


8.             Transferability.  Except as otherwise provided in this
Agreement, the Restricted Stock Units shall not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner, whether by the
operation of law or otherwise.  Any
attempted transfer of the Restricted Stock Units prohibited by this Section 8
shall be null and void.


 


9.             Adjustments.  In the event that the outstanding shares
of Common Stock are subject to a stock split or changed into or exchanged for a
different number or kind of shares or other securities of the Company or other
corporation by reason of a merger, consolidation, reorganization,
recapitalization, reclassification, combination of shares or a dividend payable
in capital stock, or a similar corporate structural change, then the rights of
the Executive shall be appropriately adjusted as to the number of shares of
Common Stock subject to the Restricted Stock Unit Award.  The granting of the Restricted Stock Units
pursuant to this Award shall not affect in any way the right or power of the
Company to make adjustments, reorganizations, reclassifications, or changes of
its capital or business structure or to merge, consolidate, dissolve,
liquidate, or sell or transfer all or any part of its business or assets.


 


10.           Change in Control.  Article 19 of the Plan shall govern this
Award in the event of a Change of Control. 
Article 19 generally provides that upon a Change of Control of the
Company, the Restricted Stock Units will become fully vested and
nonforfeitable, unless a new “Replacement Award” (as defined in the Plan) is
granted to Executive.


 


11.           Agreement and Plan Provisions.  In addition to the terms and conditions set
forth herein, this Award is subject to and governed by the terms and conditions
set forth in the Agreement and in the Plan, which are incorporated herein by


 


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reference.  In the event of any conflict between the
provisions of this Award or the Plan and the Agreement, the Agreement shall
control.


 


12.           Notice.  Any written notice required or permitted by
this Award shall be mailed, certified mail (return receipt requested) or
hand-delivered, addressed to Company’s Senior Vice President – Administration
at Company’s North American headquarters at 1155 Perimeter Center West,
Atlanta, Georgia 30338, and to Executive at his most recent home address on
record with the Company, with a copy [NAME AND ADDRESS].  Notices are effective upon receipt.


 


13.           Miscellaneous.


 


(a)           Limitation of Rights.  The granting of this Award shall not give
Executive any rights to similar grants in future years or any right to be
retained in the employ or service of the Company or its subsidiary or interfere
in any way with the right of the Company or any such subsidiary to terminate
Executive’s services at any time, or the right of Executive to terminate his
services at any time.


 


(b)           Severability.  If any term, provision, covenant or
restriction contained in this Award is held by a court or a federal regulatory
agency of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions contained in
this Award shall remain in full force and effect, and shall in no way be
affected, impaired or invalidated.


 


(c)           Controlling Law.  All issues and questions concerning the
construction, validity, enforcement and interpretation of this Award shall be
governed by, and construed in accordance with, the laws of the State of Georgia.


 


(d)           Arbitration.  Any dispute or controversy arising under or
in connection with the Agreement or this Award or otherwise in connection with
the Executive’s employment by the Company that cannot be mutually resolved by
the parties to the Agreement or this Award and their respective advisors and
representatives shall be settled exclusively by arbitration in Atlanta, Georgia
in accordance with the rules of the American Arbitration Association
before one arbitrator of exemplary qualifications and stature, who shall be
selected jointly by an individual to be designated by the Company and an
individual to be selected by Executive, or if such two individuals cannot agree
on the selection of the arbitrator, who shall be selected by the American
Arbitration Association.  The Company
shall reimburse Executive’s reasonable legal fees if he prevails on a material
issue in an arbitration.


 


(e)           Construction.  This Award contains the entire understanding
between the parties and supersedes any prior understanding and agreements
between them representing the subject matter hereof, except that this Award
shall be subject to the terms and conditions set forth in the Agreement.  There are no other representations,
agreements, arrangements or understandings, oral or written, between and among
the parties hereto relating to the subject matter hereof which are not fully
expressed herein.


 


(f)            Headings.  Section and other headings contained in
this Award are for reference purposes only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of this Award
or any provision hereof.


 


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IN
WITNESS WHEREOF, the undersigned Chairman and Chief Executive Officer executes
this Award on behalf of the Company as of the day and year first set forth
above.


 


	
   

  	
  MIRANT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its: Chairman and
  Chief Executive Officer

  



 


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