exv10w5w2w2



 





Exhibit 10.5.2.2




AMENDMENT TO EMPLOYMENT AGREEMENT




     This Amendment to Employment Agreement (the “Amendment”) is made as of December ___, 2006, by
and between CALPINE CORPORATION, a Delaware Corporation (the “Company”) and SCOTT J. DAVIDO (the
“Executive”).



     WHEREAS, the Company and Executive entered into an Employment Agreement, dated January 30,
2006 (the “Employment Agreement”);1



     WHEREAS, the United States Bankruptcy Court for the Southern District of New York (the
“Bankruptcy Court”) entered an order on May 15, 2006 approving the Employment Agreement;



     WHEREAS, Executive is currently employed by the Company as Executive Vice President, Chief
Financial Officer and Chief Restructuring Officer;



     WHEREAS, the Company and Executive desire that Executive continue as an employee of the
Company in accordance with the terms and conditions of the Employment Agreement except as otherwise
expressly set forth in this Amendment;



     WHEREAS, the Company and Executive desire that (a) Executive no longer be required to perform
certain responsibilities, (b) that Executive be required to perform certain additional
responsibilities and (c) that Executive relinquish the title of Chief Financial Officer (the “New
Responsibilities”);



     WHEREAS, certain provisions of the Employment Agreement must be amended to reflect the New
Responsibilities; and



     WHEREAS, the Company and Executive desire that this amendment shall not be effective unless
and until an order approving this Amendment is entered by the Bankruptcy Court and that if no such
order is entered by January 31, 2006, this Amendment, other than paragraph 3, shall be of no force
and effect and shall be void ab initio.



     NOW THEREFORE, in consideration of the mutual obligations set forth in this Amendment, which
Executive and the Company agree are sufficient, Executive and the Company agree as follows:



     1. Amendment. The following provisions of the Employment Agreement are amended as
follows:




     (a) The third paragraph of the preamble shall be amended to read in its entirety as
follows:




“The Company and Executive have agreed that Executive will be employed by the
Company and will serve as the Company’s Executive Vice President and Chief
Restructuring Officer, upon the terms and conditions set forth below.”




     (b) The first paragraph in paragraph 2 shall be amended to read in its entirety as
follows:





 




			
	1	 	Capitalized terms used herein not otherwise
defined shall have the meanings ascribed to them in the Employment Agreement.




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“During the Term of Employment, Executive shall have the position and
responsibilities described in this paragraph 2. Executive shall be employed
as the Company’s Executive Vice President and Chief Restructuring Officer,
with the general executive powers and authority that accompany those
positions. Executive shall report directly to the Chief Executive Officer
and shall have the duties and responsibilities consistent with his position
that are assigned to Executive by the Chief Executive Officer or the Board.
In addition, as Executive Vice President and Chief Restructuring Officer,
Executive shall have overall responsibility for management of the Company’s
chapter 11 reorganization process, including all tasks related to, and
associated with, the development of a plan of reorganization. In addition,
Executive shall have responsibility for the management of the Company’s
commercial risk organization. Executive agrees to comply with such lawful
policies of the Company as may be adopted from time to time. Although
Executive may be reasonably required to travel from time to time for business
reasons, his principal place of employment shall be the Company’s corporate
offices wherever located.”




     (c) The first sentence of paragraph 3(e) shall be amended to read in its entirety as
follows:




“When a plan of reorganization that is confirmed by the Bankruptcy Court
becomes effective (the “Plan Effective Date”) during Executive’s tenure as
Chief Restructuring Officer of the Company, Executive shall be entitled to
receive a one-time payment in an amount equal to the amount set forth on
Exhibit A attached hereto (the “Success Fee”).”



     2. Section Headings. All headings in this Amendment are inserted for convenience
only. Headings do not constitute a part of the Amendment and may not affect the meaning or
interpretation of any term or other provision of this Amendment.



     3. Legal Fees. On or before January 31, 2006, or such later date to which Executive
and Company mutually agree, the Company shall pay Executive’s reasonable legal fees that are
directly related to the negotiation, entry and approval by the Bankruptcy Court of this Amendment
and were actually incurred during such negotiation, entry or approval, in an amount not to exceed
$25,000.



     4. Modifications. Except as expressly modified hereby, the Employment Agreement is in
all other respects hereby ratified and confirmed and will continue in full force and effect.



     5. Counterparts. This Amendment may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute a single instrument.



     6. Force and Effect. This Amendment shall be effective upon the entry of an order by
the Bankruptcy Court approving this Amendment. If the Bankruptcy Court does not enter an order
approving this Amendment by January 31, 2006, this Amendment, other than paragraph 3, shall have no
force or effect and shall be void ab initio. In addition, if the



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Bankruptcy Court does not enter an order approving this Amendment by January 31, 2006,
Executive and the Company shall be entitled to all rights, remedies, and obligations under the
Agreement.




     IN WITNESS WHEREOF, the parties to this Amendment have executed this Amendment on December
___, 2006.



CALPINE CORPORATION:




	 	 	 	 	 	 	 	 	 
	By:

	 	      /s/ Robert P. May
 

Robert P. May
	 	 	 	      /s/ Scott J. Davido
 

Scott J. Davido, in his individual capacity
	 	 
	 

	 	Chief Executive Officer