Amendment No. 1 to the Director Incentive Plan




 EXHIBIT 10.4.14.2 
 AMENDMENT NO. 1 TO THE 
 CALPINE CORPORATION 
 2008 DIRECTOR INCENTIVE PLAN 
 WHEREAS,
Calpine Corporation (the “Company”) maintains the Calpine Corporation 2008 Director Incentive Plan (the “Plan”), which became effective as of January 31, 2008; and 
 WHEREAS, Section 11(a) of the Plan permits the Board of Directors of the Company from time to time to amend the Plan, in whole or in part; and

 WHEREAS, it is intended hereby to amend the Plan to comply with Section 409A of the Internal Revenue Code of 1986, as amended.

 NOW, THEREFORE, the Plan is amended as follows: 
 1. Section 7(b) of the Plan is hereby amended in its entirety to read as follows: 
 7. AWARD
AGREEMENT. 
 (b) All Restricted Stock and Restricted Stock Units awarded under the Plan shall vest on the first anniversary date of the
applicable Grant Date, unless the Board determines that such vesting shall occur on a later date (the “Restricted Period”). Except as provided in Section 12(c) with respect to Restricted Stock Units and notwithstanding anything herein
to the contrary (except Section 12(c)), all Awards granted hereunder shall become fully vested upon an Outside Director’s Disability (as defined in Section 17), an Outside Director’s death, or upon the occurrence of a Change in
Control (as defined in Section 16). 
 2. Section 12(c) of the Plan is hereby amended in its entirety to read as follows:

 12. GENERAL PROVISIONS. 
 (c)     Section 409A of the Code. If the Board (or its delegate) determines in its discretion that an Award is determined to be “nonqualified deferred compensation” subject to
Section 409A of the Code, and that an Outside Director is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then the payment of such Award upon a
separation from service will be made on the first day of the seventh month after the date the Outside Director separates from service with the Board. Notwithstanding any other provision contained herein, terms such as “termination of
service” and “separation from service” shall mean a “separation from service” within the meaning of Section 409A of the Code, to the extent any exercise or distribution hereunder could be deemed “non-qualified
deferred compensation” for purposes thereof. With respect to the vesting of Restricted Stock Units as set forth in Section 7(e) upon an Outside Director’s Disability or upon the occurrence of a Change in Control, (i) vesting upon
an Outside Director’s Disability shall only occur if such Disability constitutes a “disability” as defined in Treasury Regulation 









 
§ 1.409A-3(i)(4) and; (ii) vesting upon the occurrence of a Change in Control shall only occur if such Change in Control constitutes a “change
in control event” as defined in Treasury Regulation § 1.409A-3(i)(5). 
 IN WITNESS WHEREOF, this amendment has been executed
by the undersigned, thereunto duly authorized, effective as of November 18, 2008. 
  

			
	 CALPINE CORPORATION

		
	By:	 	/s/ W. THADDEUS MILLER
		 	  
 W. Thaddeus Miller

		 	 Executive Vice President and
 Chief Legal
Officer



  

 -2-