**Exhibit 10.5**

 

**RESTRICTED STOCK AWARD AGREEMENT**

 

**THIS RESTRICTED STOCK AWARD AGREEMENT** (this “Agreement”) is made as of the 19th day of January, 2005,between DYNEGY INC., an Illinois corporation, and all of its subsidiaries (the “Company”), and the named employee (the “Employee”). A copy of the Dynegy Inc. 2000 Long Term Incentive Plan (the “Plan”) is annexed to thisAgreement and shall be deemed a part hereof as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined in this Agreement but which are defined in the Plan shall have the same meaning given to them in the Planwhen used herein. 

 

1. **Award**. Pursuant to thePlan, as of the date of this Agreement (the “Grant Date”), a designated number of restricted shares (the “Restricted Shares”) of the Company’s Class A common stock, no par value per share (“Common Stock”), shall beissued as hereinafter provided in the Employee’s name subject to certain restrictions thereon. The Restricted Shares shall be issued upon acceptance hereof by the Employee and upon satisfaction of the conditions of this Agreement. The Employeeacknowledges receipt of a copy of the Plan, and agrees that this award of Restricted Shares shall be subject to all of the terms and provisions of the Plan, including future amendments thereto, if any, pursuant to the terms thereof, and to all ofthe terms and conditions of this Agreement. 

 

2.**Restricted Shares**. The Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows: 

 

(a) **Forfeiture Restrictions**. The Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwisetransferred, encumbered or otherwise disposed of (any such sale, assignment, pledge, exchange, hypothecation or other transfer, encumbrance or disposition being referred to herein as a “Transfer”) to the extent then subject to theForfeiture Restrictions (as hereinafter defined), and in the event of termination of the Employee’s employment with the Company for any reason whatsoever, the Employee shall, for no consideration, forfeit to the Company all Restricted Sharesthen subject to the Forfeiture Restrictions, except to the extent that such Forfeiture Restrictions lapse upon such termination in accordance with Section 2(b) hereof. The prohibition against Transfer and the obligation to forfeit and surrenderRestricted Shares to the Company upon termination of employment are herein referred to as the “Forfeiture Restrictions.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Shares. Forpurposes of this Agreement, the following terms shall have the meanings indicated below: 

 

(i) “Committee” shall mean the committee that administers the Plan. 

 

(ii) “For Cause” shall mean, and hence arisewhere, as determined by the Committee in its sole discretion, the Employee (I) has been convicted of a misdemeanor involving moral turpitude or a felony; (II) has failed to substantially perform the duties of such Employee to the Company (other thansuch failure resulting from the Employee’s incapacity due to physical or mental condition) which results in a materially adverse effect upon the Company, financial or otherwise; (III) has refused without proper legal reason to perform theEmployee’s duties and responsibilities to the Company; or (IV) has breached any material corporate policy maintained and established by the Company that is applicable to the Employee, provided such breach results in a materially adverse effectupon the Company, financial or otherwise. 

 

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(b) **Lapse of Forfeiture Restrictions**. The Forfeiture Restrictions shalllapse as to 100% of the Restricted Shares on the third anniversary of the Grant Date, provided that the Employee has been continuously employed by the Company from the date of this Agreement through such lapse date. Notwithstanding the foregoing:

 

(i) if the Employee’s employment withthe Company terminates by reason of disability (as defined in the Company’s long term disability program or plan in which the Employee is a participant or, if the Employee does not participate in any such plan, as defined in the Dynegy Inc.Long Term Disability Program for Non Represented Employees, as amended) or death of the Employee, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares awarded to the Employee hereunder as of the date of suchtermination; and 

 

(ii) if the Employee’semployment with the Company terminates by reason of resignation by the Employee or dismissal by the Company For Cause, then the Employee shall immediately, for no consideration, forfeit to the Company all Restricted Shares to the extent then subjectto the Forfeiture Restrictions; and 

 

(iii) ifthe Employee’s employment with the Company terminates by reason of retirement by the Employee following (i) the date on which such Employee has reached fifty-five (55) years of age and (ii) at least five (5) years of service as an employee ofthe Company or its subsidiaries, then the Forfeiture Restrictions shall lapse as to 100% of the Restricted Shares awarded to the Employee hereunder on the third anniversary of the Grant Date as if the Employee had continuously been employed by theCompany following such termination; and****

 

(iv) if the Employee’s employment with the Company terminates by reason of dismissal by the Company other than For Cause, then the Forfeiture Restrictions shall lapse, as of the date of such termination, with respect to a number ofRestricted Shares (rounded down to the nearest whole number) equal to (A) the total number of Restricted Shares awarded hereunder multiplied by (B) a fraction, the numerator of which shall be the number of calendar days which have lapsed since theGrant Date and the denominator of which shall be 1,080; and 

 

(v) if the Employee’s employment with the Company terminates by reason of and upon (or within 12 months following) the occurrence of a “Change in Control”, as such term is defined in the SecondSupplement to the Dynegy Inc. Executive Severance Pay Plan, as amended from time to time hereafter (the “CIC Plan”), then: ****

 

(A) if the Employee is an “Eligible Employee” as such term is defined in the CIC Plan, the effect of such termination upon the ForfeitureRestrictions with respect to the Restricted Shares awarded to the Employee hereunder shall be determined by the terms and provisions of the CIC Plan, subject to any conflicting provisions in any written employment agreement between the Employee andthe Company; or 

 

(B) if the Employee is not an “EligibleEmployee” as such term is defined in the CIC Plan and subject to any conflicting provisions in any written employment agreement between the Employee and the Company, the Forfeiture Restrictions shall lapse with respect to 100% of the RestrictedShares awarded to the Employee hereunder as of the date of such termination.****

 

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Any shares with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding provisions ofthis Section 2(b) shall be forfeited to the Company for no consideration as of the date of the termination of the Employee’s employment with the Company. 

 

(c) **Shareholder Rights & Certificates**. The Employee shall have all of the rights of a shareholder of the Company withrespect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions).Provided, that the Employee may not Transfer the Restricted Shares until the Forfeiture Restrictions have expired, and a breach of the terms of this Agreement or the Plan shall cause a forfeiture of the Restricted Shares. Any certificate issued bythe Company evidencing the Restricted Shares shall bear appropriate legends in accordance with Section 4 below and shall be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee asa depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award. In the event a certificate evidencing the Employee’s Restricted Shares isissued by the Company prior to the lapse of the Forfeiture Restrictions, the Employee shall promptly deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares. Upon the lapse of the Forfeiture Restrictions withoutforfeiture, the Company shall, promptly following receipt of a written request from the Employee, cause a certificate or certificates evidencing the shares of Common Stock awarded to the Employee hereunder (and with respect to which the ForfeitureRestrictions have lapsed) to be issued without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which the Employee is a party) in the name of the Employee in exchange for the certificate, ifany, evidencing the Restricted Shares. 

 

(d)**Corporate Acts**. The existence of the Restricted Shares shall not affect in any way the right or power of the Board of Directors of the Company or the shareholders of the Company to make or authorize any adjustment, recapitalization,reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities, the dissolution or liquidation of the Company or any sale, lease, exchange orother disposition of all or any part of its assets or business or any other corporate act or proceeding. The prohibitions of Section 2(a) hereof shall not apply to the Transfer of Restricted Shares pursuant to a plan of reorganization of theCompany, but the stock, securities or other property received in exchange therefore shall also become subject to the Forfeiture Restrictions and provisions governing the lapsing of such Forfeiture Restrictions applicable to the original RestrictedShares for all purposes of this Agreement and the certificates, if any, representing such stock, securities or other property shall be legended to show such restrictions**.**

 

3. **Withholding of Tax**. To the extent that the receipt of the Restricted Shares or the lapse of any ForfeitureRestrictions results in compensation income to the Employee for federal or state income tax purposes, the Employee shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company may requireto meet its obligation under applicable tax laws or regulations, and if the Employee fails to do so, the Company is authorized to withhold from any cash or stock remuneration (including withholding any Restricted Shares distributable to the Employeeunder this Agreement) then or thereafter payable to the Employee any tax required to be withheld by reason of such resulting compensation income. 

 

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4. **Status of Stock.** The Employee agrees that the Restricted Shares issued under thisAgreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. The Employee also agrees that (i) in the event a certificate representing the Restricted Sharesis issued, such certificate may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (ii) the Company may refuse to register theTransfer of the Restricted Shares on the stock transfer records of the Company if such proposed Transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, of any applicablesecurities law, and (iii) the Company may give related instructions to its transfer agent, if any, to stop registration of the Transfer of the Restricted Shares. 

 

5. **Employment Relationship**. For purposes of this Agreement, the Employee shall be considered to be in theemployment of the Company as long as the Employee remains an employee of either the Company or an Affiliate (as such term is defined in the Plan). Nothing in the adoption of the Plan, nor the award of the Restricted Shares thereunder pursuant tothis Agreement, shall confer upon the Employee the right to continued employment by the Company or affect in any way the right of the Company to terminate such employment at any time. Unless otherwise provided in a written employment agreement or byapplicable law, the Employee’s employment by the Company shall be on an at-will basis, and the employment relationship may be terminated at any time by either the Employee or the Company for any reason whatsoever, with or without cause. Anyquestion as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee, and its determination shall be final. 

 

6. **Notices**. Any notices or other communications provided for inthis Agreement shall be sufficient if in writing. In the case of the Employee, such notices or communications shall be effectively delivered when hand delivered to the Employee at his or her principal place of employment or when sent by registeredor certified mail to the Employee at the last address the Employee has filed with the Company. In the case of the Company, such notices or communications shall be effectively delivered when sent by registered or certified mail to the Company at itsprincipal executive offices. ****

 

7. **EntireAgreement; Amendment**. This Agreement replaces and merges all previous agreements and discussions relating to the same or similar subject matters between the Employee and the Company and constitutes the entire agreement between the Employeeand the Company with respect to the subject matter of this Agreement. This Agreement may not be modified in any respect by any verbal statement, representation or agreement made by any employee, officer, or representative of the Company or by anywritten agreement unless signed by an officer of the Company who is expressly authorized by the Company to execute such document. 

 

8. **Binding Effect**. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfullyclaiming under the Employee. 

 

9. **Controlling Law**.This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois. 

 

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**IN WITNESS WHEREOF**, the Company has caused this Agreement to be duly executed by an officerthereunto duly authorized, and the Employee has executed this Agreement, all as of the date first above written. 

 
**DYNEGY INC.**By: 
/s/ R. Blake Young
Name: R. Blake YoungTitle: Executive Vice President,  Administration and Technology
 

Employee has agreed to andaccepted the terms of this agreement utilizing online grant acceptance capabilities with UBS, Dynegy’s restricted stock administrator.