ex10-1.htm


    

      EXHIBIT
10.1

       

       

      February 6,
2009

      


      


      Mike
Rogers

      4018 Bell
Hollow Lane

      Katy,
Texas  77494

      


      


      Dear
Mike,

      


      On behalf
of Calpine Corporation, I am pleased to extend an offer to continue your
regular, full-time employment with Calpine, in a new exempt position of Senior
Vice President, Geothermal Operations, located in Middletown,
California.  This new position goes into effect of February 16,
2009.  Details of this offer are provided below:

      


      
        	
                Title:

              	
                Senior
      Vice President, Geothermal Operations

              
	 
      	 
      
	
                Reporting
      to:

              	
                Tom
      Webb, Interim SVP, Calpine Power Operations

              
	 
      	 
      
	
                Base
      Salary:

              	
                $17,307.69
      paid bi-weekly (annualized at $450,000.00 for 2009).  Base
      Salary will be reevaluated in 2010 and thereafter.

              
	 
      	 
      
	
                Annual
      Bonus Program:

              	
                You
      will continue to be eligible to participate in the Calpine Incentive Plan
      (CIP), which provides for an annual bonus based both on corporate
      financial results and individual performance.  Your 2009 CIP
      target will be 75% of your annual bas wages and can be increased or
      decreased in accordance with the corporate financial results and your
      individual performance.

              
	 
      	 
      
	
                Emergence
      Equity Grants:

              	
                Your
      Executive Emergence Non-Qualified Stock Options and Executive Emergence
      Restricted Stock Grants will vest on February 16,
    2009.

              
	 
      	 
      
	
                Change
      in Control and

                Severance
      Benefits Plan:

              	
                We
      have agreed on three scenarios:

                1.  You
      may resign your employment for any reason on or before December 31,
      2009 and receive severance benefits consistent with the Calpine
      Corporation Change in Control and Severance Benefits Plan in effect as of
      the date of this letter, at 100% of your 2008 bonus target.

                2.   If
      you are involuntarily terminated without cause or if you resign for good
      reason, before December 31, 2010, you will receive severance benefits
      consistent with the Calpine Corporation Change in Control and Severance
      Benefits Plan in effect as of the date of this letter, at 100% of your
      2008 bonus target.  “Good reason” and “cause” are defined in the
      Calpine Corporation Change in Control and Severance Benefits
      Plan.  After December 31, 2010, Calpine’s then in effect
      change in control and severance benefits plan shall apply.

                3.  If
      Calpine hires a regular, full-time Senior Vice President of Calpine Power
      Operations before July 1, 2010, you will have the right to terminate
      your employment if you reasonably determine that you are not compatible
      with that Senior Vice President, up to six months after that individual’s
      hire date.  If you resign for that reason, you will receive
      severance benefits consistent with the Calpine
  Corporation

              


      


      
        
           


        

        
           


          
            

          

        

        
           


          
            Mike
Rogers

            February 6,
2009

            Page
2

          

        

      


      


      
        	 
      	
                Change
      in Control and Severance Benefits Plan in effect as of the date of this
      letter, at 100% of your 2008 bonus target.

                 

                As
      a condition of receiving the benefits described in these three scenarios,
      you agree that if you resign your employment for any of the above reasons,
      you will provide Calpine with 90 days’ advance written notice of your
      resignation.

              
	 
      	 
      
	
                Benefits
      Summary:

              	
                You
      will continue to be covered by Calpine’s competitive, comprehensive
      benefits package.

              
	 
      	 
      
	
                Relocation:

              	
                You
      are eligible for Level 4 relocation assistance.  Relocation
      assistance must be refunded in full to Calpine should you voluntarily
      terminate your employment within twelve (12) months from your employment
      date.

              


      

      


      This
offer does not constitute a binding contract of employment.  Calpine's
employment arrangements may be terminated by either party, at will.

      


      Please
sign both copies of the letter, retain one for your files and return one to
Human Resources in the attached self-addressed stamped
envelope.  Please contact Kelly Zelinski at 408-792-1111 with any
questions.

      


      Mike, we
look forward to your serving as Senior Vice President of Geothermal
Operations.

      


      


      Very
truly yours,

      


      CALPINE
CORPORATION

      


      


      


      
        	
                  /s/ THAD
      HILL

              	 
      
	
                Thad
      Hill, EVP and Chief Commercial Ops

              	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


      

      


      
        	
                  /s/ MIKE
      ROGERS

              	 
      	 February 25, 2009	 
      
	
                Mike
      Rogers

              	 
      	
                Date