Exhibit 10.1


 


	
   

  	
  MIRANT CORPORATION

  STOCK OPTION AWARD AGREEMENT

  	
  

  



 


This
Stock Option 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 options to
purchase the common stock (“Common Stock”) of the Company (“Stock
Options”) 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 Stock Options to promote Executive’s long-term interests in the
success of the Company;


 


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


 


1.             Stock
Option Award.  Subject to
the terms and conditions contained herein and in the Agreement, the Company
hereby grants to the Executive under the Mirant Corporation 2005 Omnibus
Incentive Compensation Plan (the “Plan”) an award of [NUMBER OF OPTIONS] Stock
Options, at an exercise price of [FMV STOCK PRICE] (the “Exercise Price”).  The Stock Options are not intended to qualify
as incentive stock options under Section 422 of the Internal Revenue Code
of 1986, as amended.  Each such Stock
Option shall entitle Executive to purchase, upon payment of the Exercise Price,
one share of Common Stock.  Capitalized terms
used, but not otherwise defined, shall have the meaning set forth in the Plan
and the Agreement.


 


2.             Vesting.  Except as provided in Section 5 below,
the Stock Options shall vest and become transferable as follows:


 


a.     [VEST PERCENTAGE 1] of the
Stock Options shall vest on [VEST DATE 1];


 


a.     [VEST PERCENTAGE 2] of the
Stock Options shall vest on [VEST DATE 2];


 


b.     [VEST PERCENTAGE 3] of the
Stock Options shall vest on [VEST DATE 3];


 


c.     [VEST PERCENTAGE 5] of the
Stock Options shall vest on [VEST DATE 4].


 


1





















 


3.             Term.  The Stock Options shall expire on the earlier
of 10 years from the date of grant or the date specified for termination of
such Stock Options, as provided in Section 5(c).


 


4.             Exercise,
Payment and Other Conditions.  The Stock Options may be exercised in whole
or in part to the extent vested.  The
Executive may exercise the Stock Options by delivery to the Company of written
notice providing:  (i) the name of
Executive; (ii) the address to which Common Stock certificates are to be
mailed; and (iii) the number of shares of Common Stock subject to the
Stock Options to be exercised.  Prior to
the delivery to Executive of any stock certificates, the Executive shall have
paid to the Company the Exercise Price of all shares of Common Stock purchased
pursuant to such exercise of the Stock Options as provided in this Award.  Payment of the exercise price shall be in (a) cash,
(b) shares of Common Stock previously acquired by Executive, which have been
held by Executive for such period of time, if any, as necessary to avoid the
recognition of an expense under generally accepted accounting principles as a
result of the exercise of the Stock Options, (c) withholding of shares
subject to the Stock Option, but only if such withholding would not result in
the recognition of an expense under generally accepted accounting principles as
a result of the exercise of the Stock Options, or (d) any combination
thereof.  The value of shares surrendered
or withheld for this purpose shall be the Fair Market Value as of the last
trading day immediately prior to the exercise date.  To the extent permitted under Regulation T of
the Federal Reserve Board, and subject to applicable securities laws and any
limitations as may be applied from time to time by the Committee (which need
not be uniform), the Stock Options may be exercised through a broker in a
so-called “cashless exercise” whereby the broker sells shares on behalf of
Executive and delivers cash sales proceeds to the Company in payment of the
exercise price.


 


The Stock Options shall be considered exercised on
the date the notice and payment are received by the Chairman of the
Compensation Committee of the Board (“Compensation Committee”).  As promptly as practicable after receipt of
such notice and payment, the Company shall deliver to Executive a certificate
or certificates for the number of shares of Common Stock with respect to which
the Stock Options have been so exercised, issued in Executive’s name.  Such delivery shall be deemed effected for
all purposes when a stock transfer agent of the Company shall have deposited
such certificate or certificates in the United States mail, addressed to
Executive, at the address specified in the notice.


 


5.             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 Stock Options 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 that 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


 


2





















 


reason
other than Good Reason, all Stock Options that have not already vested as of
the date of such termination shall be immediately forfeited by Executive and
Executive shall have no further right or interest therein.


 


c.             Post-Termination
Exercise. Upon termination of Executive’s employment as
described in subsection (b) above, Executive shall have thirty (30
days from the date of termination to exercise any vested Stock Options, subject
to earlier expiration of the Stock Option as provided in Section 3.  Upon termination of Executive’s employment
for any reason other than that described in subsection (b) above,
Executive shall have one year from the date of termination to exercise any
Stock Options that are vested or become vested as of the date of Executive’s
termination of employment, subject to earlier expiration of the Stock Option as
provided in Section 3.


 


6.             Stockholder
Rights.  Executive
shall not have any of the rights of a stockholder with respect to the Stock
Options, including the right to vote the Common Stock that will be issued upon
the exercise of the Stock Options or to receive dividends or other
distributions paid or made available with respect to Common Stock of the
Company, unless and until such Stock Options are exercised and shares of Common
Stock are issued to Executive.


 


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 Stock Options.  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 shares to be issued upon exercise of the Stock
Options 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 Section 8,
the Stock Options shall not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner, whether by the operation of law or
otherwise.  The Committee may, in its
sole discretion, permit Executive to transfer the Stock Options, in whole or in
part, to a spouse or lineal descendant (a “Family Member”), a trust for
the exclusive benefit of Executive and/or Family Members, a partnership or
other entity in which all the beneficial owners are Executive and/or Family
Members, or any other entity affiliated with Executive that may be approved by
the Compensation Committee (a “Permitted Transferee”).  Subsequent transfers of the Stock Options
shall be prohibited except in accordance with this Section 8.  All terms and conditions of the Stock
Options, including provisions relating to the termination of Executive’s
employment with the Company, shall continue to apply following a transfer made
in accordance with this Section 8. 
Any attempted transfer of the Stock Options 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


 


3





















 


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 Stock Options and/or as to the Exercise Price.  The granting of the Stock Options 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.  Subject to
the provisions of Section 5 of this Award, the Compensation Committee, in
its sole discretion, may at any time prior to, coincident with or after the
time of a Change in Control:


 


(i)            provide for the
acceleration of any vesting conditions relating to the exercise of the Stock
Option or that the Stock Option may be exercised in full on or before a date
fixed by the Committee;


 


(ii)           provide for the
purchase of the Stock Option, upon Executive’s request, for an amount of cash
equal to the amount, as determined by the Compensation Committee in its sole
discretion, which could have been realized upon the exercise of the Stock
Options had the option been currently exercisable; or


 


(iii)          cause the Stock
Options then to be assumed, or new rights substituted therefore, by the
surviving corporation in such Change in Control.


 


Any such actions shall be authorized by the Compensation Committee,
whose determination as to what actions shall be taken and the extent thereof,
shall be final.


 


11.           Agreement
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 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 to [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.


 


4





















 


(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.


 


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

  



 


5