ex_10-1.htm


     

    EXHIBIT
10.1


     

    June 30,
2008

    


    


    Zamir
Rauf

    


    Via
Hand Delivery

    


    Dear
Zamir,

    


    On behalf
of Calpine Corporation, I am pleased to confirm your appointment to the exempt
position of
Interim Executive Vice President – Chief Financial Officer, located in Houston,
Texas.  This assignment
will be in place from June 4, 2008 and will terminate on December 7,
2008.  Your on-going
role and compensation details will be reassessed at the end or near the end of
this interim period.  Details
of this assignment are provided below:

    


    
      	
              Title:

            	
              Interim
      Executive Vice President – Chief Financial Officer

            
	 	 
	
              Reporting
      to:

            	
              Robert
      May, Chief Executive Officer

            
	 	 
	
              Base
      Salary:

            	
              $10,653.85
      to be paid bi-weekly (annualized to $277,000.00)

            
	 	 
	
              Supplemental
      Salary:

            	
              $5,692.31
      to be paid bi-weekly (annualized to $148,000.00)

            
	 	 
	
              Annual
      Bonus Program:

            	
              You
      will remain eligible to participate in the Calpine Incentive Plan (CIP),
      which provides for an annual bonus based both on corporate financial
      results, departmental financial results and individual performance. Your
      CIP target while in this interim role will be 90% of your base and
      supplemental wages while in this role.  Your total bonus
      target for 2008 will be based on actual base pay and supplemental
      wages earned in 2008 and the corresponding bonus target
      applicable to those wages.  The payment of the bonus can be
      increased or decreased in accordance with the corporate financial results,
      departmental financial results and your individual performance, and/or
      Calpine’s
discretion.

            


    

    


    We view
this interim assignment as an excellent opportunity for you, Zamir, and are
confident Calpine
can continue to provide you with challenging and rewarding
employment.

    


    


    Sincerely,

    


    CALPINE
CORPORATION

    


    


    


    


    Bob
May

    Chief
Executive Officer

    


    


    


    


    
      	
                   /s/
      Robert P. May

            	 
      	
                   /s/
      Zamir
  Rauf

            


    

    


     

    

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
 

      ADDENDUM
TO THE JUNE 30, 2008

      LETTER
AGREEMENT

      


      


      


      


      


      


      June 30,
2008

      


      


      Via hand
Delivery

      


      


      Dear
Zamir,

      


      This is
an Addendum to the Letter Agreement dated June 30, 2008 (“Letter”) in which
Calpine Corporation confirmed your appointment to the exempt position of Interim
Executive Vice-President-Chief
Financial Officer.  In addition to the details of the assignment
contained in the
Letter, the following additional benefit shall be provided to you:

      


      From the
date of this Addendum until December 7, 2008, you will be a “Tier 3
Participant”
under the Calpine Corporation Change in Control and Severance Benefits Plan
(“Severance Benefits Plan”) and entitled to the benefits of a Tier 3 Participant
under such plan. In
addition, if a Change in Control (as defined in the Severance Benefits Plan)
occurs within nine (9)
months of December 7, 2008, then with respect to such Change in Control, you
will be a Tier 3
Participant under the Severance Benefits Plan.

      


      Sincerely,

      


      


      CALPINE
CORPORATION

      


       

      


       

      
        
          	
                   Bob
      May

                	 
      	
                  Zamir
      Rauf

                
	 Chief
      Executive Officer	 	 


        

      

       

      
 

      
        	
                     /s/
      Robert P. May

              	 
      	
                     /s/
      Zamir Rauf