**Exhibit 10.10**

 

EMPLOYMENT AGREEMENT

 

BetweenMirant CorporationandRobert E. Driscoll

 

THIS AGREEMENT is made asof                      , 2006 between Mirant Corporation (the “Company”),Mirant Services, LLC (“Services”) and Robert E. Driscoll (“Executive”).

 

In consideration of themutual covenants contained herein and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the partieshereto agree as follows:

 

1. Employment.The Company and Services shall employ Executive, and Executive hereby acceptsemployment with the Company and Services, upon the terms and conditions setforth in this Agreement**,** for theperiod beginning on January 3, 2006 (the “Commencement Date”) andending as provided in Section 4 hereof (the “Employment Period”).

 

2. Positionand Duties.

 

(a)                                  Duringthe Employment Period, Executive shall serve as Mirant’s Senior Vice Presidentand Head of Asset Management – US Region. During the Employment Period,Executive shall render such administrative, financial and other executive andmanagerial services to the Company and its affiliates (the “Company Group”)as are consistent with Executive’s position and the by-laws of the Company and as the Chief Executive Officer (“CEO”)and Executive Vice President and US Region Head may from time to time reasonably direct. Executive shallalso serve for no additional compensation or remuneration as an officer ordirector of such subsidiaries of the Company as may from time to time bedesignated by the Board.

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(b)                                 Duringthe Employment Period, Executive shall report to the Executive Vice Presidentand US Region Head and shall devote his best efforts and his full business timeand attention (except for permitted vacation periods and reasonable periods ofillness or other incapacity) to the business and affairs of the Company. Executiveshall perform his duties, responsibilities and functions to the Companyhereunder to the best of his abilities in a diligent, trustworthy, professionaland efficient manner and shall comply with the Company’s policies andprocedures in all material respects. In performing his duties and exercisinghis authority under this Agreement, Executive shall support and implement thebusiness and strategic plans approved from time to time by the Board and shallsupport and cooperate with the Company’s efforts to operate profitably and inconformity with the business and strategic plans approved by the Board. Duringthe Employment Period, Executive shall not serve as an officer or director of, orotherwise perform services for compensation for, any other entity withoutthe prior written

 

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consent of the Board****whichshall not be unreasonably withheld; provided, however,that the Board hereby consents to Executive’s service on and after the CommencementDate as a director of each of the corporations listed on Exhibit A. Executivemay serve as an officer or director of or otherwise participate in purelyeducational, welfare, social, religious and civic organizations so long as suchactivities do not materiallyinterfere with Executive’s regular performance of duties and responsibilitieshereunder. Nothing contained herein shall preclude Executive from (i) engagingin charitable and community activities, (ii) participating in industry andtrade organization activities, (iii) managing his and his family’spersonal investments and affairs, and (iv) delivering lectures, fulfillingspeaking engagements or teaching at educational institutions, provided thatsuch activities do not materially****interfere with the regularperformance of his duties and responsibilities under this Agreement.

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3. Compensationand Benefits*.*

 

## (a)                                  The Company shall pay Executivean annual salary (the “Base Salary”) at the rate of $280,000.00 inregular installments in accordance with the Company’s ordinary payrollpractices (in effect from time to time), but in any event no less frequentlythan monthly.

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## (a)                                  Bonuses and IncentiveCompensation.

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(i)                                     AnnualBonus. For each fiscal year during the Employment Period, Executive will beeligible to earn an annual bonus based on achievement of performance criteriathat are applicable to members of the Company’s Executive Committee establishedby the Board as soon as administratively practicable following the beginning ofeach such fiscal year (the “Annual Bonus”). The target amount (the “Target Bonus”)****of Executive’s Annual Bonus shallequal 50% of Executive’s Base Salary (at the annual rate in effect at the startof the fiscal year), with a maximum Annual Bonus in an amount equal to 100% ofExecutive’s Base Salary (at the annual rate in effect at the start of thefiscal year). The Company shall pay the Annual Bonus for each fiscal year in asingle cash lump sum after the end of the Company’s fiscal year in accordancewith procedures established by the Board, but in no event later than two and ahalf months following the end of such fiscal year.

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(ii)                                  EmergenceEquity Grant. The Company shall grant Executive a combination of restrictedstock units (“Restricted Stock Units”)that are to be settled in****commonstock of the Company (“Common Stock”) and options to purchase CommonStock (“Stock Options”) with an aggregate economic value of $800,000 (suchgrant of Restricted Stock Units****and Stock Options are togetherreferred to as the “Executive LTIP”). The $800,000 aggregate economicvalue of the Restricted Stock Units****and Stock Options to be awardedunder the Executive LTIP shall be determined in the good faith judgment of theCompensation Committee of the Board taking into account the requirements set forthin (A) and (B) below.

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(A)                              Tendays following the Company’s emergence from bankruptcy protection (the “EmergenceDate”) under Chapter 11 of Title 11 of the United States Code, Executiveshall be awarded Restricted Stock Units****and Stock Options with an aggregatevalue of

 

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$400,000,with one-third of such value to consist of Restricted Stock****Units.The exact number of Restricted Stock****Units to be awarded ten days followingthe Emergence Date shall be determined solely based on the average of the dailyclosing price of a share of Common Stock on The New York Stock Exchange or, ifthe Common Stock is not traded on The New York Stock Exchange, the average ofthe midpoint of the daily bid and ask price of a share of Common Stock on theOTC Bulletin Board, from the Emergence Date to the date of grant of suchRestricted Stock****Units, without any discount based onvesting requirements or lack of transferability. The Stock Options granted tendays following the Emergence Date shall have an exercise price per share equalto the closing price of a share of Common Stock on The New York Stock Exchangeor, if the Common Stock is not traded on The New York Stock Exchange, themidpoint of the bid and ask price of a share of Common Stock on the OTCBulletin Board, on the date of grant of such Stock Options. Such Stock Optionsshall have a ten-year term. The exact number of Stock Options granted ten daysfollowing the Emergence Date shall be determined based upon a Black-Scholes orother valuation model, using reasonable assumptions as determined in good faithby the Compensation Committee of the Board.

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(B)                                Fortyfive days after the Emergence Date, Executive shall be awarded Restricted StockUnits****and Stock Options with an aggregate value of $400,000, withone-third of such value to consist of Restricted Stock****Units.The exact number of Restricted Stock****Units to be awarded 45 days after theEmergence Date shall be determined solely based on the average of the dailyclosing price of a share of Common Stock on The New York Stock Exchange or, ifthe Common Stock is not traded on The New York Stock Exchange, the average ofthe midpoint of the daily bid and ask price of a share of Common Stock on theOTC Bulletin Board, from the Emergence Date to the date of grant of suchRestricted Stock****Units, without any discount based onvesting requirements or lack of transferability. The Stock Options granted 45days after the Emergence Date shall have an exercise price equal to the closingprice of a share of Common Stock on The New York Stock Exchange or, if theCommon Stock is not traded on The New York Stock Exchange, the midpoint of thebid and ask price of a share of Common Stock on the OTC Bulletin Board, on thedate of grant of such Stock Options. Such Stock Options shall have a ten-yearterm. The exact number of Stock Options granted 45 days after the EmergenceDate shall be determined based upon a Black-Scholes or other valuation model,using reasonable assumptions as determined in good faith by the CompensationCommittee of the Board.

 

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Theterms and conditions of the Executive LTIP shall be governed by and subject tothe award agreements to be entered into between Executive and the Company,substantially in the forms of Exhibits B and C respectively (the “LTIPAward Agreements”). TheRestricted Stock Units and Options granted pursuant to the Executive LTIPshall, subject to the treatment of the Executive LTIP upon termination of Executive’semployment as provided in the LTIP Award Agreement, vest over a period of threeyears, with 25% to vest six months after the Emergence Date, 25% to vest oneyear after the Emergence Date, 25% to vest two years after the Emergence Dateand 25% to vest three years after the Emergence Date.

 

### (iii)                               Annual Equity Grant. Beginning with fiscal year2007 and for each fiscal year thereafter during the Employment Period,Executive shall be eligible to receive additional equity-based compensationunder the long term incentive plan of the Company in effect at the time of suchaward, the amount, terms and conditions of such award to be set by the Board atthe time of grant. Such awards shall otherwise be governed by the terms andconditions set forth in the long term incentive plan of the Company as may bein effect at the time of such award and the corresponding award agreement andshall be made at such time as grants are made to other senior executives of theCompany.

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(b)                                 Duringthe Employment Period, the Company shall reimburse Executive for all reasonablebusiness expenses incurred by him in the course of performing his duties andresponsibilities under this Agreement in accordance with the Company’s policiesin effect from time to time with respect to travel, entertainment and otherbusiness expenses****for senior executives.

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## (c)                                  Executive shall also be entitledto the following benefits during the Employment Period, unless otherwisemodified by the Board:

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(i)                                     participationin the Company’s retirement plans, health and welfare plans, disabilityinsurance plans and other benefit plans of the Company as in effect from timeto time, under the terms of such plans and to the same extent and under thesame conditions such participation and coverages are provided generally toother senior executives of theCompany;

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(ii)                                  reimbursementfor the reasonable cost of temporary living accommodations for Executive andhis spouse in Atlanta, Georgia for upto six months****andrelocation expenses reimbursed in accordance with the Company’s then existingRelocation Policy****for senior executives;

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(iii)                               coverage for services rendered to the Company, itssubsidiaries and affiliates while Executive is a director or officer ofthe Company**,**or of any of its subsidiaries or affiliates,under any director and officer liability insurance policy(ies) maintained by the Company fromtime to time; and

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### (iv)                              four weeks of vacation per year.

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4. Termination.The Employment Period shall end on the third anniversary of the CommencementDate; provided, however, that the Employment Period shall be automatically

 

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renewed for successive one-year terms thereafter on the same terms andconditions set forth herein unless either party provides the other party withnotice that it has elected not to renew the Employment Period at least 90 daysprior to the end of the initial Employment Period or any subsequent extensionthereof. Notwithstanding the foregoing, (i) the Employment Period shallterminate immediately upon Executive’s resignation (with or without GoodReason, as defined herein), death or Disability (as defined herein) and (ii) theEmployment Period may be terminated by the Company at any time prior tosuch date for Cause (as defined herein) or without Cause. Except as otherwiseprovided herein, any termination of the Employment Period by the Company shallbe effective as specified in a written notice from the Company to Executive,but in no event more than 90 daysfrom the date of such notice. The termination of the Employment Period shallnot affect the respective rights and obligations of the parties which, pursuantto the terms of this Agreement, apply following the date of Executive’stermination of employment with the Company**.**

 

5. Severance.

 

(a)                                  TerminationWithout Cause, Non-Renewal****or for Good Reason. In the event of Executive’stermination of employment with the Company (1) by the Company withoutCause (as defined herein),****(2) by reason of the failure of theCompany to offer to renew the Agreement on terms that are based on competitivepractices for companies of comparable size and standing in the same industry,or (3) by Executive for Good Reason (as defined herein), subject toexecution of a Release substantially in the form attached as Exhibit D,Executive shall be entitled to the benefits set forth below in this Section 5(a).

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(i)                                     TheCompany shall pay Executive an amount equal to 1.0 times Executive’s BaseSalary plus 1.0 times Executive’s Target Bonus (as in effect on the date ofExecutive’s termination). The severance amount described in the previoussentence shall be paid over a period of two years from the date of terminationin accordance with the payroll practices of the Company (in effect from time totime); provided, however, that, in the event that Executive isconsidered a “Specified Employee” as defined in Section 409A of theInternal Revenue Code of 1986, as amended (the “JOBS Act”), and payments under this Section 5(a) are considered “deferred compensation” underthe JOBS Act, the first payment shall be delayed for six months, inwhich event Executive shall receive a lump sum payment equal to one times his Base Salary six months after thedate his employment terminates (plus interest on such payment of one times BaseSalary at a floating rate equal to LIBOR, from the date of termination ofExecutive’s employment to the date that is six months after termination ofExecutive’s employment), and the remainder of such severance amount shall bepaid in equal installments over a period of 18 months thereafter inaccordance with the ordinary payroll practices of the Company (in effect fromtime to time).

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### (ii)                                  The Executive LTIP shall begoverned by the terms of the applicable LTIP Award Agreements.

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(iii)                               The Company shall payExecutive the amounts described in Section 5(d) within 14 days of the date of termination.

 

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(iv)                              During the period of 12 months followingExecutive’s termination of employment in accordance with Section 5(a), theCompany shall provide to Executive continued coverage under the retirement,life insurance, long-term disability, medical, dental and other group healthbenefits and plans in effect for senior executives of the Company, as in effecton the date of Executive’s termination of employment (or substantiallycomparable coverage) for Executive and, where applicable, Executive’s spouse,dependents and beneficiaries, at the same contribution or premium rate as may becharged from time to time to senior executives of the Company generally, as ifExecutive had continued in employment during such period. As an alternative,the Company may elect to pay Executive cash in lieu of such contributionsor coverage in an amount equal to Executive’s after-tax cost of receiving suchcontributions or continuing such coverage, where such contributions or coveragemay not be continued (or where such continuation would adversely affectthe tax status of the plan pursuant to which the contribution or coverage isprovided). The COBRA health care continuation coverage period under Section 4980Bof the Internal Revenue Code of 1986, as amended, (the “Code”), or anyreplacement or successor provision of United States tax law, shall commenceimmediately after the 12 month period.

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(v)                                 The Company shall provide a releasesubstantially in the form attached hereto as Exhibit G. If theCompany does not provide the release required pursuant to this subsection (v),the Release by the Executive shall be null, void and without effect, andExecutive shall still receive all of the payments and benefits described insubsections (i) through (iv) above.

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## (b)                                 Termination for Cause orVoluntary Resignation.In the event that Executive’s employment with the Company is terminated (i) bythe Board for Cause or (ii) by Executive’s resignation from the Companyfor any reason other than Good Reason or Disability (as defined herein),subject to applicable law, the Company agrees to the following:

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### (i)                                     The Executive LTIP shall begoverned by the terms of the applicable LTIP Award Agreements.

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(ii)                                  TheCompany shall pay Executive the amounts described in Section 5(d) within 14 days of the date of termination.

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For purposes of thisAgreement, Executive’s retirement shall be considered Executive’s resignationfrom the Company without Good Reason.

 

## (c)                                  Death or Disability. In the event that Executive’semployment with the Company is terminated as a result of Executive’s death orDisability, the Company agrees to the following:

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(i)                                     TheCompany shall pay Executive (or his estate or legal representative, ifapplicable) in a lump sum payment an amount equal to his target Annual Bonusfor the year of termination prorated for the number of days during such yearthat Executive was employed by the Company; provided, however,that, in the event that Executive is considered a “Specified Employee” asdefined in the JOBS Act****and

 

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paymentsunder this Section 5(c) areconsidered “deferred compensation” under the JOBS Act, such payment****shall be delayed for six months,and Executive shall receive interest on such payment at a floating rate equalto LIBOR, from the date of termination of Executive’s employment to the datethat is six months after termination of Executive’s employment.

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### (ii)                                  The Executive LTIP shall begoverned by the terms of the applicable LTIP Award Agreements.

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(iii)                               The Company shall payExecutive the amounts described in Section 5(d) within 14 days of the date of termination.

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(d)                                 Inthe case of any termination of Executive’s employment with the Company,Executive or his estate or legal representative shall be entitled to receive,to the extent permitted by applicable law, from the Company (i) Executive’sBase Salary through the date of termination to the extent not previously paid, (ii) tothe extent not previously paid, the amount of any bonus, incentivecompensation, and other compensation earned or accrued by Executive as of thedate of termination under any compensation and benefit plans, programs orarrangements maintained in force by the Company (for this purpose, Executive’sAnnual Bonus, if any, for any fiscal year of the Company ended prior to the year of termination that is thenunpaid, and in the case of a termination under Section 5(a) or (c) apro**-**rata portion of the TargetBonus for the fiscal year in which the date of termination occurs based on thenumber of days in that fiscal year during which Executive was employed, shallbe deemed to be earned), (iii) any vacation pay, expensereimbursements and other cash entitlements accrued by Executive, in accordancewith Company policy****for senior executives, as of the dateof termination to the extent not previously paid, (iv) any RestrictedStock****Units, Stock Options and other equity awards outstanding under anyCompany long term incentive plans or arrangements (other than the ExecutiveLTIP), in accordance with the terms of the plans or arrangements under whichsuch awards were created or maintained, and (v) all benefits accrued byExecutive under all benefit plans and qualified and nonqualified retirement,pension, 401(k) and similar plans and arrangements of the Company, in suchmanner and at such times as are provided under the terms of such plans andarrangements.

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(e)                                  TerminationWithout Cause**,**Non-Renewal or for Good ReasonFollowing a Change of Control. In the event of Executive’s termination ofemployment with the Company (1) by the Company without Cause**,** (2) asa result of the failure of the Company to offer to renew the Agreement on termsthat are consistent with competitive practices for companies of comparable sizeand standing in the same industry, or (3) by Executive for GoodReason, in any case, during the periodbeginning six months before and ending****twoyears following a Change of Control (as defined herein) of the Company, subjectto execution of a Release substantially in the form attached as Exhibit D,Executive shall be entitled to the benefits set forth below in this Section 5(e).

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(i)                                     TheCompany shall pay Executive the payments set forth in Section 5(a)(i), except the applicable multiplier shall be 3; provided,however, that in determining the amount of payment due under Section 5(a)(i),Executive’s actual Annual Bonus for the year preceding the Change of Controlshall be used, if higher than his Target Bonus; and provided, further,that payment shall be made in a lump sum on the

 

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later of the date of the Change of Control or10 business days after Executive’s termination of employment; provided,however, that, in the event Executive is considered a “SpecifiedEmployee” as defined in the JOBS Act, and payments under this Section 5(e) areconsidered “deferred compensation” under the JOBS Act, the payment shall bedelayed for six months from the date of Executive’s termination of employmentand Executive shall receive interest at a floating rate equal to LIBOR from thedate of termination of Executive’s employment to the date that is six monthsafter termination of Executive’s employment.

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### (ii)                                  The Company shall provide thebenefits set forth in Section 5(a)(iv) except the applicable periodshall be 24 months.

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### (iii)                               The Executive LTIP shall fullyvest, to the extent not already vested, and otherwise be governed by the termsof the applicable LTIP Award Agreements.

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### (iv)                              The Company shall pay Executivethe amounts described in Section 5(d).

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(v)                                 The Company shall provide a releasesubstantially in the form attached hereto as Exhibit G. If theCompany does not provide the release required pursuant to this subsection (v),the Release by the Executive shall be null, void and without effect, andExecutive shall still receive all of the payments and benefits described insubsections (i) through (iv) above.

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## (f)                                    Excess Parachute Payments.

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### (i)                                     In the event any payment grantedto Executive pursuant to the terms of this Agreement or otherwise (a “Payment”)is determined to be subject to any excise tax (“Excise Tax”) imposed by Section 4999of the Code (or any successor to such Section), the Company shall pay toExecutive, prior to the time any Excise Tax is payable with respect to suchPayment (through withholding or otherwise), an additional amount (a “Gross-UpPayment”) which, after the imposition of all income, employment, excise andother taxes, penalties and interest thereon, is equal to the sum of (A) theExcise Tax on such Payment plus (B) any penalty and interest assessmentsassociated with such Excise Tax; provided, however, that the amount of theGross Up Payment shall not exceed $2 million.

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### (ii)                                  The determinations to be madewith respect to this Section 5(f) shall be made by a certified publicaccounting firm designated by the Company and reasonably acceptable toExecutive and Executive may rely on such determination in making paymentsto the Internal Revenue Service.

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## (g)                                 No Other Payments. Except as provided inSections 5(a), (b), (c), (d), (e) and (f) above, all ofExecutive’s rights to salary, bonuses, employee benefits and other compensationhereunder which would have accrued or become payable after the termination orexpiration of the Employment Period shall cease upon such termination orexpiration, other than those expressly required under applicable law (such asCOBRA).

 

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## (h)                                 No Mitigation, No Offset. In the event of Executive’stermination of employment for whatever reason, Executive shall be under noobligation to seek other employment, and there shall be no offset againstamounts due him under this Agreement or otherwise on account of anyremuneration attributable to any subsequent employment or claims asserted bythe Company or any affiliate, provided that this provision shall not apply withrespect to any amounts that Executive owes to the Company or any member of theCompany Group on account of any loan, advance or other payment, in respect ofany of which Executive is obligated to make repayment to the Company or anymember of the Company Group.

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## (i)                                     Definitions. For purposes of thisAgreement, the following terms shall have the following meanings:

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“Cause”shall mean one or more of the following:

 

#### (A)                              theconviction of, or an agreement to a plea of *nolo contendere*to, a crime involving moral turpitude or any felony;

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#### (B)                                Executive’swillful refusal substantially to perform duties as reasonably directed bythe CEO under this or any other agreement;

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#### (C)                                incarrying out his duties, Executive engages in conduct that constitutes fraud,willful neglect or willful misconduct which, in either case, would result indemonstrable harm to the business, operations, prospects or reputation of theCompany;

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(D)                               amaterial****violation of the requirements of the Sarbanes-OxleyAct of 2002 (“SOX”) or other federal or state securities law, rule orregulation; or

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#### (E)                                 anyother material breach of this Agreement.

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Forpurpose of this Agreement, the Company is not entitled to assert that Executive’stermination is for Cause unless the Company gives Executive written noticedescribing the facts which are the basis for such termination and such groundsfor termination (if susceptible to correction) are not corrected by Executivewithin 30 days of Executive’sreceipt of such notice to the reasonable, good faith satisfaction of the CEO.

 

“Changeof Control” shall mean the first to occur of any of the following events:

 

(A)                              any“person” (as that term is used in Sections 13 and 14(d)(2) of theSecurities Exchange Act of 1934 (“Exchange Act”)) becomes the beneficialowner (as that term is used in Section 13(d) of the Exchange Act),directly or indirectly, of fiftypercent (50%) or more of the Company’s capital stock entitled to vote in theelection of directors;

 

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#### (B)                                personswho on the day following the Emergence Date constitute the Board (the “EmergenceDirectors”) cease for any reason, including, without limitation, as aresult of a tender offer, proxy contest, merger or similar transaction, toconstitute at least a majority thereof, provided, however, that any person whobecomes a director of the Company subsequent to the Emergence Date shall beconsidered an Emergence Director if such person’s election or nomination forelection was approved by a vote of at least two-thirds (2/3) of the EmergenceDirectors; but providedfurther that any such person whoseinitial assumption of office is in connection with an actual or threatenedelection contest relating to the election of members of the Board or otheractual or threatened solicitation of proxies or consents by or on behalf of aperson other than the Board, including by reason of agreement intended to avoidor settle any such actual or threatened contest or solicitation, shall not beconsidered an Emergence Director;

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#### (C)                                consummationof a reorganization, merger, consolidation, sale or other disposition of all orsubstantially all of the assets of the Company (a “Business Combination”),in each case, unless, following such Business Combination, all or substantiallyall of the individuals and entities who were the beneficial owners ofoutstanding voting securities of the Company immediately prior to such BusinessCombination beneficially own, directly or indirectly, more than 50% of thecombined voting power of the then outstanding voting securities entitled tovote generally in the election of directors, as the case may be, of thecompany resulting from such Business Combination (including, withoutlimitation, a company which, as a result of such transaction, owns the Companyor all or substantially all of the Company’s assets either directly or throughone or more subsidiaries) in substantially the same proportions as theirownership, immediately prior to such Business Combination, of the outstandingvoting securities of the Company; and

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#### (D)                               theshareholders of the Company approve any plan or proposal for the liquidation ordissolution of the Company.

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Notwithstanding theforegoing, in no event shall the confirmation of the plan of reorganizationconfirmed under 11 U.S.C. § 1129 (the “Plan of Reorganization”),the implementation of the transactions contemplated by the Plan ofReorganization on or after the Emergence Date or the effectuation of thecorporate governance provisions set forth therein, including the implementationof the Board of Directors as specified therein, be considered a Change ofControl.

 

“Disability”shall mean Executive’s (i) being unable to engage in any substantialgainful activity by reason of any medically determinable physical or mental

 

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impairment which can beexpected to result in death or can be expected to last for a continuous periodof not less than 12 months or (ii) by reason of any medically determinablephysical or mental impairment which can be expected to result in death or canbe expected to last for a continuous period of not less than 12 months,receiving income replacement benefits for a period of not less than threemonths under an accident and health plan covering employees of the Company.

 

“GoodReason” shall mean Executive’s resignation from employment with the Companyprior to the end of the Employment Period as a result of one or more of thefollowing reasons:

 

#### (A)                              theCompany reduces the amount of Executive’s then current Base Salary or thetarget for his Annual Bonus (it being understood that Executive shall not havea basis to resign for Good Reason if no bonus is paid, or the amount of thebonus is reduced as a result of the failure of Executive or the Company toachieve applicable performance targets for such bonus);

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(B)                                amaterial diminution in Executive’s title, authority, duties or responsibilitiesor the assignment of duties to Executive which are materially inconsistent withhis position; provided, however, that, following a Change ofControl, any diminution of Executive’s title, duties or responsibilities shallconstitute Good Reason;

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#### (C)                                thefailure of the Company to obtain in writing the obligation to perform thisAgreement by any successor to the Company or a purchaser of all orsubstantially all of the assets of the Company within 15 days after a merger,consolidation, sale or similar transaction;

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(D)                               thefailure of the Company to grant Executive the Executive LTIP within 60 daysafter the Effective Date; or

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(E)                                 following a Change in Control, therequirement that Executive move his principal place of business by more than 50miles from that previously the case without his consent.

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Notwithstandingthe foregoing, Executive agrees that he shall not be entitled to terminate hisemployment for Good Reason in the event he is subject to any unintended oradverse tax consequences under the JOBS Act, the Company amends this Agreementor the terms of any employee benefit plan, program arrangement or agreement toavoid such adverse tax consequences or he is required to forfeit incentive orother compensation pursuant to Section 304 of SOX. For purposes of thisAgreement, Executive is not entitled to assert that his termination is for GoodReason unless Executive gives the CEO written notice describing the event orevents which are the basis for such termination within ninety (90) days afterthe event or events occur and such grounds for termination (if susceptible tocorrection) are not corrected by

 

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the Company within 30 days of the Company’s receipt ofsuch notice to the reasonable, good faith satisfaction of Executive.

 

6. Indemnification*.*

 

(a)                                  TheCompany agrees that (i) if Executive is made a party, or is threatened tobe made a party, to any threatened or actual action, suit or proceeding,whether civil, criminal, administrative, investigative, appellate or other(each, a “Proceeding”) by reason of the fact that he is or was adirector, officer, employee, agent, manager, or representative of the Companyor is or was serving at the request of the Company as a director, officer,member, employee, agent, manager, or representative of any member of theCompany Group or (ii) if any claim, demand, request, investigation,dispute, controversy, threat, discovery request or request for testimony orinformation (each, a “Claim”) is made, or threatened to be made, thatarises out of or relates to Executive’s service in any of the foregoingcapacities, then Executive shall be indemnified and held harmless by theCompany to the fullest extent legally permitted or authorized by the Company’scertificate of incorporation, by-laws, Board resolutions or, if greater, byapplicable law**,** against any andall costs, expenses, liabilities and losses (including, without limitation,attorney’s fees, judgments, interest, expenses of investigation, penalties,fines, ERISA excise taxes or penalties and amounts paid or to be paid insettlement) incurred or suffered by Executive in connection therewith, and suchindemnification shall continue as to Executive even if he has ceased to be adirector, member, employee, agent, manager, or representative of the Company orany member of the Company Group and shall inure to the benefit of Executive’sheirs, executors and administrators. To the extent permitted by applicable law,the Company shall advance to Executive all costs and expenses incurred by himin connection with any such Proceeding or Claim within 15 days afterreceiving written notice requesting such an advance. Such notice shall include,to the extent required by applicable law, an undertaking by Executive to repaythe amount advanced if he is ultimately determined not to be entitled toindemnification against such costs and expenses.

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## (b)                                 Neither the failure of theCompany (including the Board, independent legal counsel or stockholders) tohave made a determination in connection with any request for indemnification oradvancement under Section 6(a) that Executive has satisfied anyapplicable standard of conduct nor a determination by the Company (includingthe Board, independent legal counsel or stockholders) that Executive has notmet any applicable standard of conduct shall create a presumption thatExecutive has or has not met an applicable standard of conduct.

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## (c)                                  The Company agrees to usereasonable commercial efforts to maintain director’s and officer’s liabilityinsurance covering the Executive for services rendered to the Company, itssubsidiaries and affiliates while Executive is a director or officer of theCompany or any of its subsidiaries or affiliates.

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7. ConfidentialInformation. Executive agrees to enter into the Confidentiality Agreementattached as Exhibit E simultaneously with the execution of this Agreement.

 

8. IntellectualProperty, Inventions and Patents. Executive agrees to enter into theIntellectual Property Agreement attached as Exhibit F simultaneouslywith the execution of this Agreement.

 

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9. Non-Compete, Non-Solicitation.

 

## (a)                                  In further consideration of thecompensation to be paid to Executive hereunder, Executive acknowledges thatduring the course of his employment with the Company, he shall become familiarwith the Company Group’s trade secrets and with other confidential informationconcerning the Company Group and that his services shall be of special, uniqueand extraordinary value to the Company Group, and, therefore, Executive agreesthat, during the Employment Period and for one (1) year thereafter (the “NoncompetePeriod”), he shall not directly or indirectly own any interest in, manage,control, be employed in an executive, managerial or administrative capacity by,or otherwise render executive, managerial or administrative services to, anycompany engaged in the business of owning and operating power generationfacilities or energy trading and marketing operations which competes with thebusinesses of the Company on the date of the termination or expiration of theEmployment Period, within any geographical area in which the Company engages insuch businesses. Nothing herein shall prohibit Executive from being a passiveowner of not more than 2% of the outstanding stock of any class of acorporation which is publicly traded, so long as Executive has no activeparticipation in the business of such corporation.

##  

(b)                                 Duringthe Noncompete Period, Executive shall not directly or indirectly throughanother person or entity (i) induce or attempt to induce any employee ofthe Company to leave the employ of the Company, or in any way interfere withthe relationship between the Company and any employee thereof; (ii) hireany person who was a managerial orhigher level****employee ofthe Company during the last six months of the Employment Period; or (iii) induceor attempt to induce any customer, supplier, licensee, licensor, franchisee orother business relation of the Company to cease doing business with theCompany, or in any way interfere with the relationship between any suchcustomer, supplier, licensee or business relation of the Company (including,without limitation, making any negative or disparaging statements orcommunications regarding the Company. TheCompany covenants that it will not, and it will advise members of seniormanagement of the Company and the Board not to, make any negative ordisparaging statements or communications regarding Executive.

##  

## (c)                                  If, at the time of enforcementof this Section 9, a court shall hold that the duration, scope or arearestrictions stated herein are unreasonable under circumstances then existing,the parties agree that the maximum duration, scope or area reasonable undersuch circumstances shall be substituted for the stated duration, scope or areaand that the court shall be allowed to revise the restrictions contained hereinto cover the maximum period, scope and area permitted by law. Executiveacknowledges that the restrictions contained in this Section 9 arereasonable and that he has reviewed the provisions of this Agreement with hislegal counsel.

##  

## (d)                                 Executive acknowledges that inthe event of the breach or a threatened breach by Executive of any of theprovisions of this Section 9, the Company would suffer irreparable harm,and, in addition and supplementary to other rights and remedies existing in itsfavor, the Company shall be entitled to specific performance and/or injunctiveor other equitable relief from a court of competent jurisdiction in order toenforce or prevent any violations of the provisions hereof (without posting abond or other security). In addition, in the event of a breach or violation byExecutive of Section 9(a), the Noncompete Period shall be automatically

 

13

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## extended by the amount of time between theinitial occurrence of the breach or violation and when such breach or violationhas been duly cured.

##  

10. Executive’sRepresentations. Executive hereby represents and warrants to the Companythat (i) the execution, delivery and performance of this Agreement byExecutive do not and shall not conflict with, breach, violate or cause adefault under, any contract, agreement, instrument, order, judgment or decreeto which Executive is a party or by which he is bound which has not beenwaived; (ii) Executive is not a party to or bound by any employmentagreement, noncompete agreement or confidentiality agreement with any otherperson or entity which has not been waived; (iii) Executive has consultedwith the Executive Vice President and General Counsel and does not have anyfinancial involvement with or financial interest in any of the Company’ssuppliers, vendors, customers, partners, subcontractors or competitors thatwould be considered a conflict of interest under the Company’s GlobalCompliance Policy relating to Conflicts of Interest and (iv) on theCommencement Date, this Agreement shall be the valid and binding obligation ofExecutive, enforceable in accordance with its terms. Executive herebyacknowledges and represents that he has consulted with independent legalcounsel regarding his rights and obligations under this Agreement and that hefully understands the terms and conditions contained herein.

 

11. Notices.All notices or communications hereunder shall be in writing, addressed asfollows:

 

To the Company:

 

Mirant Corporation

Chief Executive Officer

1155 Perimeter Center West

Atlanta, GA30338-5416

 

with a copy to:                                                                 LegalDepartment

Mirant Services, LLC

1155 Perimeter Center West

Atlanta, GA 30338-5416

Fax: 678-579-5589

 

To Executive:

 

To the address onfile with Company

 

All such notices shall beconclusively deemed to be received and shall be effective (i) if sent byhand delivery, upon receipt or (ii) if sent by electronic mail orfacsimile, upon confirmation of receipt by the sender of such transmission.

 

12. Severability.In the event any provision or part of this Agreement is found to beinvalid or unenforceable, only that particular provision or part so found,and not the entire Agreement, will be inoperative.

 

14

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13. CompleteAgreement. This Agreement, the LTIP Award Agreements and those documentsexpressly referred to herein embody the complete agreement and understanding amongthe parties and supersede and preempt any prior understandings, agreements orrepresentations by or among the parties, written or oral, which may haverelated to the subject matter hereof in any way.

 

14. NoStrict Construction. The language used in this Agreement shall be deemed tobe the language chosen by the parties hereto to express their mutual intent,and no rule of strict construction shall be applied against any party.

 

15. Counterparts.This Agreement may be executed in separate counterparts, each of which isdeemed to be an original and all of which taken together constitute one and thesame agreement.

 

16. Successorsand Assigns. This Agreement shall be binding upon and inure to the benefitof the beneficiaries, heirs and representatives of Executive and the successorsand assigns of the Company. The Company shall require any successor (whetherdirect or indirect, by purchase, merger, reorganization, consolidation,acquisition of property or stock, liquidation, or otherwise) to all or a majorityof its assets, by agreement in form and substance satisfactory toExecutive, expressly to assume and agree to perform this Agreement in thesame manner and to the same extent that the Company would be required to perform thisAgreement if no such succession had taken place. Executive may not assignhis rights (except by will or the laws of descent and distribution) or delegatehis duties or obligations hereunder. Except as provided by this Section 16,this Agreement is not assignable by any party and no payment to be madehereunder shall be subject to anticipation, alienation, sale, transfer,assignment, pledge, encumbrance or other charge.

 

17. Choiceof Law. All issues and questions concerning the construction, validity,enforcement and interpretation of this Agreement and the exhibits and scheduleshereto shall be governed by, and construed in accordance with, the laws of theState of Georgia.

 

18. Amendmentand Waiver. The provisions of this Agreement may be amended, modifiedor waived only with the prior written consent of the Company and Executive, andno course of conduct or course of dealing or failure or delay by any partyhereto in enforcing or exercising any of the provisions of this Agreement(including, without limitation, the Company’s right to terminate the EmploymentPeriod for Cause) shall affect the validity, binding effect or enforceabilityof this Agreement or be deemed to be an implied waiver of any provision of thisAgreement.

 

19. JOBSAct Compliance. If any provision of this Agreement would result inunintended or adverse tax consequences to Executive or the Company or would, inthe judgment of the Board, contravene the final regulations anticipated to bepromulgated under the JOBS Act or other Department of Treasury guidance, the Companymay reform this Agreement or any provisions hereof to maintain to themaximum extent practicable the original purpose of the provision withoutviolating the provisions of the JOBS Act.

 

15

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20. Insurance.The Company may, at its discretion, apply for and procure in its own name andfor its own benefit life and/or disability insurance on Executive in any amountor amounts considered advisable. Executive agrees to cooperate in any medicalor other examination, supply any information and execute and deliver anyapplications or other instruments in writing as may be reasonablynecessary to obtain and constitute such insurance. Executive hereby representsthat he has no reason to believe that his life is not insurable at rates nowprevailing for healthy men of his age*.*

 

21. Withholding.Any payments made or benefits provided to Executive under this Agreement shallbe reduced by any applicable withholding taxes or other amounts required to bewithheld by law or contract.

 

22. Arbitration.Any dispute or controversy arising under or in connection with this Agreementor otherwise in connection with the Executive’s employment by the Company thatcannot be mutually resolved by the parties to this Agreement and their respectiveadvisors and representatives shall be settled exclusively by arbitration inAtlanta, Georgia in accordance with the rules of the American ArbitrationAssociation before one arbitrator of exemplary qualifications and stature, whoshall be selected jointly by an individual to be designated by the Company andan individual to be selected by Executive, or if such two individuals cannotagree on the selection of the arbitrator, who shall be selected by the AmericanArbitration Association. The Company shallreimburse Executive’s reasonable legal fees if he prevails on a material issuein an arbitration.

 

23. CorporateOpportunity. During the Employment Period, Executive shall submit to theBoard all business, commercial and investment opportunities or offers presentedto Executive that relate to the business of power companies (“CorporateOpportunities”), if Executive wishes to accept or pursue, directly orindirectly, such Corporate Opportunities on Executive’s own behalf. This Section 23shall not apply to purchases of publicly traded stock by Executive.

 

24.Executive’s Cooperation. During the Employment Period andthereafter, Executive shall cooperate with the Company and its affiliates, uponthe Company’s reasonable request, with respect to any internal investigation oradministrative, regulatory or judicial proceeding involving matters within thescope of Executive’s duties and responsibilities to the Company Group duringthe Employment Period (including, without limitation, Executive being availableto the Company upon reasonable notice for interviews and factualinvestigations, appearing at the Company’s reasonable request to give testimonywithout requiring service of a subpoena or other legal process, and turningover to the Company all relevant Company documents which are or may comeinto Executive’s possession during the Employment Period); provided, however,that any such request by the Company shall not be unduly burdensome orinterfere with Executive’s personal schedule or ability to engage ingainful employment. In the event the Company requires Executive’s cooperationin accordance with this Section 24, the Company shall reimburse Executivefor reasonable out-of-pocket expenses (including travel, lodging and meals)incurred by Executive in connection with such cooperation, subject toreasonable documentation.

 

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IN WITNESS WHEREOF, theparties hereto have executed this Agreement as of the date first written above.

 
|   | **MIRANT CORPORATION**   |
|--------|--------------------------|
|   |                     |
|   | By:                      |
|   |                     |
|   | Its:                     |
|   |                     |
|   | **MIRANT SERVICES, LLC** |
|   |                     |
|   | By:                      |
|   |                     |
|   | Its:                     |
|   |                     |
|   |                     |   |
|   | **Robert E. Driscoll**   |

 

17

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Exhibit A

 

LIST OF APPROVEDDIRECTORSHIPS

 

A-1

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Exhibit B

 

**MIRANT CORPORATION**

 

**RESTRICTED STOCK UNIT AWARD AGREEMENT**

 

This Restricted Stock Unit Award (this “Award”) is made as of[INSERT DATE THAT IS [10] [45] DAYS AFTER EMERGENCE DATE], by MIRANTCORPORATION, a                     corporation(the “Company”) to Robert E. Driscoll (“Executive”).

 

WITNESSETH:

 

WHEREAS, the Company entered into an employment agreement withExecutive, dated as of [                              ,2006] (the “Agreement”) providing for the grant to Executive ofrestricted stock units (“Restricted Stock Units”) upon the Company’semergence from bankruptcy protection; and

 

WHEREAS, pursuant to the terms of the Agreement the CompensationCommittee of the Board of Directors of the Company (the “Board”) hasgranted to Executive an award of Restricted Stock Units to promote Executive’slong-term interests in the success of the Company;

 

NOW THEREFORE, the Company awards Restricted Stock Units to Executivepursuant to the following terms and conditions:

 

1.                                       **Restricted Stock Unit Award**. TheCompany hereby grants to Executive an award of [            ]Restricted Stock Units that are to be settled in common stock of the Company (“CommonStock”). The Restricted Stock Units shall be transferable only inaccordance with the provisions of Section 8 of this Award and subject tothe restrictions and other conditions set forth herein. The shares to bedelivered to Executive in settlement of the Restricted Stock Units shall beissued under the Company’s then existing omnibus incentive plan and, if theCommon Stock is then traded on a national securities exchange or inter-dealerquotation system, including without limitation, NASDAQ, or if the Company issubject to the reporting requirements of Section 13(a) or 15(d) ofthe Securities Exchange Act of 1934, as amended, or any successor provisionthereto, the Company shall take all action necessary to keep in effect aregistration statement under the Securities Act of 1933, as amended, or anysuccessor provision thereto (the “1933 Act”) enabling Executive to resellCommon Stock without restriction; provided, however, that the Company need nottake such action if, at the time of distribution of Common Stock to Executive,such shares do not constitute “restricted securities” as defined in Rule 144under the 1933 Act and Executive is not an “affiliate” of the Company under Rule 405of the 1933 Act. Capitalized terms used, but not otherwise defined, shall havethe meaning set forth in the Agreement.

 

2.                                       **Restrictions**. Except as provided inSection 3 below, the Restricted Stock Units shall vest and becometransferable as follows:

 

a.               twenty-five percent(25%) of the Restricted Stock Units shall vest [insert date that is six monthsafter the Company’s emergence from bankruptcy protection];

 

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b.              twenty-five percent(25%) of the Restricted Stock Units shall vest [insert date that is one year after the Company’s emergence frombankruptcy protection];

 

c.               twenty-five percent(25%) of the Restricted Stock Units shall vest [insert date that is two yearsafter the Company’s emergence from bankruptcy protection]; and

 

d.              twenty-five percent(25%) of the Restricted Stock Units shall vest [insert date that is three years after the Company’s emergence frombankruptcy protection].

 

**3.****                                      Changein Employment Status.**

 

a.                                       TerminationWithout Cause, Non-Renewal, for Good Reason, Death or Disability. In theevent of Executive’s termination of employment with the Company (regardless ofwhether such termination is in connection with a Change in Control (as definedin the Agreement)) (i) by the Company without Cause (as defined in theAgreement), (ii) by reason of the failure of the Company to offer to renewthe Agreement (as provided in the Agreement), (iii) by Executive for GoodReason (as defined in the Agreement) or (iv) as a result of Executive’sdeath or Disability (as defined in the Agreement), all Restricted Stock Unitsthat have not already vested, as of the date of such termination, shall vestimmediately and become nonforfeitable.

 

b.                                      Terminationfor Cause, Voluntary Resignation Without Good Reason. In the event ofExecutive’s termination of employment with the Company (i) by the Companyfor Cause or (ii) by reason of Executive’s resignation from the Companyfor any reason other than Good Reason, all Restricted Stock Units that have notalready vested as of the date of such termination shall be immediatelyforfeited by Executive.

 

4.                                       **Book Entry Account**. Within areasonable time after the date of this Award, the Company shall instruct itstransfer agent to establish a book entry account representing the RestrictedStock Units in Executive’s name effective as of the grant date, provided thatthe Company shall retain control of such account until the Restricted StockUnits have become vested in accordance with this Award.

 

5.                                       **Distribution of Shares**. Consistentwith the provisions of Section 3 of this Award, on the day followingExecutive’s termination of employment with the Company or immediately prior tothe occurrence of a Change of Control, Executive shall receive one share of theCompany’s common stock, as provided in Section 1 above in satisfaction ofeach Restricted Stock Unit credited to his account under Section 4 aboveand vested either theretofore or by reason of the event resulting in suchtermination.

 

6.                                       **Stockholder Rights**. Executive shallnot have any of the rights of a stockholder with respect to the RestrictedStock Units, including the right to vote the Common Stock that will be issuedupon vesting of the Restricted Stock Units, other than the right to receivedividends or other distributions paid or made available with respect to CommonStock of the Company when otherwise paid to shareholders; provided, however,until such Restricted Stock Units are vested, any dividends shall be creditedto Executive’s account under Section 4 and paid in a lump sum when suchRestricted Stock Units to which the dividends are attributable vest.

 

B-2

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7.                                       **Withholding**. Executive shall payall applicable federal, state and local income and employment taxes (includingtaxes of any foreign jurisdiction), which the Company is required to withholdat any time with respect to the Restricted Stock Units. Such payment shall bemade in full, at Executive’s election, in cash or check, by withholding fromExecutive’s next normal payroll check, or by the tender of shares of CommonStock (including shares then vesting under this Award). Shares tendered aspayment of required withholding shall be valued at the closing price per shareof Common Stock on the date such withholding obligation arises.

 

**8.****                                      Transferability**.Except as otherwise provided in this Section 8, the Restricted Stock Unitsshall not be sold, pledged, assigned, hypothecated, transferred or disposed ofin any manner, whether by the operation of law or otherwise. Executive may transferthe Restricted Stock Units, in whole or in part, to a spouse or linealdescendant (a “Family Member”), a trust for the exclusive benefit ofExecutive and/or Family Members, a partnership or other entity in which all thebeneficial owners are Executive and/or Family Members, or any other entityaffiliated with Executive that may be approved by the CompensationCommittee (a “Permitted Transferee”). Subsequent transfers of theRestricted Stock Units shall be prohibited except in accordance with this Section 8.All terms and conditions of the Restricted Stock Units, including provisionsrelating to the termination of Executive’s employment with the Company, shallcontinue to apply following a transfer made in accordance with this Section 8.Any attempted transfer of the Restricted Stock Units prohibited by this Section 8shall be null and void.

 

9.                                       **Adjustments.**In the event that theoutstanding shares of Common Stock are subject to a stock split or changed intoor exchanged for a different number or kind of shares or other securities ofthe Company or other corporation by reason of a merger, consolidation,reorganization, recapitalization, reclassification, combination of shares or adividend payable in capital stock, or a similar corporate structural change,then the rights of the Executive shall be appropriately adjusted as to thenumber of shares of Common Stock subject to the Restricted Stock Unit Award. Thegranting of the Restricted Stock Units pursuant to this Award shall not affectin any way the right or power of the Company to make adjustments,reorganizations, reclassifications, or changes of its capital or businessstructure or to merge, consolidate, dissolve, liquidate, or sell or transferall or any part of its business or assets.

 

**10.****                               Changein Control**. Subject to the provisions of Section 3 of this Award,the Compensation Committee, in its sole discretion, may at any time priorto, coincident with or after the time of a Change in Control:

 

(i)                                     providefor the acceleration of any vesting of the Restricted Stock Units upon a Changein Control; or

 

(ii)                                  providethat such Restricted Stock Units shall vest in accordance with the provisionsof this Agreement as though no Change in Control had occurred, except that, asappropriate, the shares of Common Stock represented by the Restricted StockUnits shall be treated in the same manner as other shares of Common Stock inany transaction constituting a Change in Control; or

 

B-3

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(iii)                               causenew rights to be substituted for the Restricted Stock Units by the survivingcorporation in such Change in Control.

 

Any such actionsshall be authorized by the Compensation Committee, whose determination as towhat actions shall be taken and the extent thereof, shall be final.

 

**11.****                               AgreementProvisions**. In addition to the terms and conditions set forth herein,this Award is subject to and governed by the terms and conditions set forth inthe Agreement, which is incorporated herein by reference. In the event of anyconflict between the provisions of this Award and the Agreement, the Agreementshall control.

 

**12.****                               Notice**.Any written notice required or permitted by this Award shall be mailed, certifiedmail (return receipt requested) or hand-delivered, addressed to Company’sSenior Vice President – Administration at Company’s North American headquartersat 1155 Perimeter Center West, Atlanta, Georgia 30338, with a copy toLegal Department, Mirant Services LLC 1155 Perimeter Center West, Atlanta,Georgia 30338. or to Executive at his most recent home address on record withthe Company. Notices are effective upon receipt.

 

**13.****                               Miscellaneous**.

 

(a)                                  Limitationof Rights. The granting of this Award shall not give Executive anyrights to similar grants in future years or any right to be retained in theemploy or service of the Company or its subsidiary or interfere in any way withthe right of the Company or any such subsidiary to terminate Executive’s servicesat any time, or the right of Executive to terminate his services at any time.

 

(b)                                 Severability. If anyterm, provision, covenant or restriction contained in this Award is held by acourt or a federal regulatory agency of competent jurisdiction to be invalid,void or unenforceable, the remainder of the terms, provisions, covenants andrestrictions contained in this Award shall remain in full force and effect, andshall in no way be affected, impaired or invalidated.

 

(c)                                  ControllingLaw. All issues and questions concerning the construction,validity, enforcement and interpretation of this Award shall be governed by,and construed in accordance with, the laws of the State of Georgia.

 

(d)                                 Arbitration. Anydispute or controversy arising under or in connection with the Agreement orthis Award or otherwise in connection with the Executive’s employment by theCompany that cannot be mutually resolved by the parties to the Agreement orthis Award and their respective advisors and representatives shall be settledexclusively by arbitration in Atlanta, Georgia in accordance with the rules ofthe American Arbitration Association before one arbitrator of exemplaryqualifications and stature, who shall be selected jointly by an individual tobe designated by the Company and an individual to be selected by Executive, orif such two individuals cannot agree on the selection of the arbitrator, whoshall be selected by the American Arbitration Association. The Company shallreimburse Executive’s reasonable legal fees if he prevails on a material issuein an arbitration.

 

B-4

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(e)                                  Construction. This Awardcontains the entire understanding between the parties and supersedes any priorunderstanding and agreements between them representing the subject matterhereof, except that this Award shall be subject to the terms and conditions setforth in the Agreement. There are no other representations, agreements,arrangements or understandings, oral or written, between and among the partieshereto relating to the subject matter hereof which are not fully expressedherein.

 

(f)                                    Headings. Section andother headings contained in this Award are for reference purposes only and arein no way intended to describe, interpret, define or limit the scope, extent orintent of this Award or any provision hereof.

 

IN WITNESS WHEREOF, the undersigned Chairman of the CompensationCommittee of the Board executes this Award on behalf of the Company as of dayand year first set forth above.

 
|   | MIRANT  CORPORATION |
|--------|---------------------|
|   |                |
|   |                |
|   | By:                 |
|   |                |
|   |                |
|   | Its:                |

 

B-5

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Exhibit C

 

MIRANT CORPORATION

STOCK OPTION AWARD

 

This Stock Option Award (this “Award”) is made as of [INSERTDATE THAT IS [10] [45] DAYS AFTER EMERGENCE DATE], by MIRANT CORPORATION,a                 corporation(the “Company”) to Robert E. Driscoll (“Executive”).

 

WITNESSETH:

 

WHEREAS, the Company entered into an employment agreement withExecutive, dated as of [                ,2006] (the “Agreement”) providing for the grant to Executive of optionsto purchase the common stock (“Common Stock”) of the Company (“StockOptions”) upon the Company’s emergence from bankruptcy protection; and

 

WHEREAS, pursuant to the terms of the Agreement, the CompensationCommittee of the Board of Directors of the Company (the “Board”) hasgranted to Executive an award of Stock Options to promote Executive’s long-terminterests in the success of the Company;

 

NOW THEREFORE, the Company awards Stock Options to Executive pursuantto the following terms and conditions:

 

1.                                       **Stock Option Award**. Subject to theterms and conditions contained herein and in the Agreement, the Company herebygrants to the Executive an award of [               ]Stock Options, at an exercise price of $[           ](the “Exercise Price”). The Stock Options are not intended to qualify asincentive stock options under Section 422 of the Internal Revenue Code of1986, as amended. Each such Stock Option shall entitle Executive to purchase,upon payment of the Exercise Price, one share of Common Stock. Capitalizedterms used, but not otherwise defined, shall have the meaning set forth in theAgreement.

 

2.                                       **Vesting**. Except as provided in Section 5below, the Stock Options shall vest and become transferable as follows:

 

e.               twenty-five percent(25%) of the Stock Options shall vest on [insert date that is six months afterthe Company’s emergence from bankruptcy protection];

 

f.                 twenty-fivepercent (25%) of the Stock Options shall vest on [insert date that is one yearafter the Company’s emergence from bankruptcy protection];

 

g.              twenty-five percent(25%) of the Stock Options shall vest on [insert date that is two years afterthe Company’s emergence from bankruptcy protection];

 

h.              twenty-five percent(25%) of the Stock Options shall vest on [insert date that is three years afterthe Company’s emergence from bankruptcy protection].

 

C-1

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3.                                       **Term**. The Stock Options shallexpire on the earlier of 10 years from the date of grant or the date specifiedfor termination of such Stock Options, as provided in Section 5(c).

 

4.                                       **Exercise, Payment and Other Conditions**.The Stock Options may be exercised in whole or in part to the extentvested. The Executive may exercise the Stock Options by delivery to theCompany of written notice providing:  (i) thename of Executive; (ii) the address to which Common Stock certificates areto be mailed; and (iii) the number of shares of Common Stock subject tothe Stock Options to be exercised. Prior to the delivery to Executive of anystock certificates, the Executive shall have paid to the Company the ExercisePrice of all shares of Common Stock purchased pursuant to such exercise of theStock Options as provided in this Award. The Board may, in its discretion,require the Executive to pay to the Company an amount equal to the federal,state and local taxes, if any, required to be withheld or paid by the Companyas a result of such exercise. All payments shall be in United States dollars inthe form of cash, certified check or bank draft, or, with the consent ofthe Board by delivering to the Company (or by attesting to the ownership of)shares of Common Stock which Executive has owned for at least six months havinga fair market value on the date of exercise equal to the Exercise Price, plusthe minimum withholding tax due in accordance with Section 7, for theshares of Common Stock with respect to which Executive has exercised such StockOptions. The Stock Options shall be considered exercised on the date the noticeand payment are received by the Chairman of the Compensation Committee of theBoard (“Compensation Committee”). As promptly as practicable afterreceipt of such notice and payment, the Company shall deliver to Executive acertificate or certificates for the number of shares of Common Stock withrespect to which the Stock Options have been so exercised, issued in Executive’sname. Such delivery shall be deemed effected for all purposes when a stocktransfer agent of the Company shall have deposited such certificate orcertificates in the United States mail, addressed to Executive, at the addressspecified in the notice.

 

5.                                       **Change in Employment Status**.

 

a.                                       TerminationWithout Cause, Non-Renewal, for Good Reason, Death or Disability. In theevent of Executive’s termination of employment with the Company (regardless ofwhether such termination is in connection with a Change in Control (as definedin the Agreement)) (i) by the Company without Cause (as defined in theAgreement)), (ii) by reason of the failure of the Company to offer torenew the Agreement (as provided in the Agreement), (iii) by Executive forGood Reason (as defined in the Agreement) or (iv) as a result of Executive’sdeath or Disability (as defined in the Agreement), all Stock Options that havenot already vested, as of the date of such termination shall vest immediatelyand become nonforfeitable.

 

b.                                      Terminationfor Cause, Voluntary Resignation Without Good Reason. In the event that ofExecutive’s termination of employment with the Company (i) by the Companyfor Cause or (ii) by reason of Executive’s resignation from the Companyfor any reason other than Good Reason, all Stock Options that have not alreadyvested as of the date of such termination shall be immediately forfeited by Executiveand Executive shall have no further right or interest therein.

 

c.                                       Post-Termination Exercise. Upontermination of Executive’s employment for any reason other than that describedin subsection b above, Executive shall have one year to

 

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exercise any StockOptions that are vested or become vested as of the date of Executive’stermination of employment, subject to earlier expiration of the Stock Option asprovided in Section 3.

 

6.                                       **Stockholder Rights**. Executive shallnot have any of the rights of a stockholder with respect to the Stock Options,including the right to vote the Common Stock that will be issued upon theexercise of the Stock Options or to receive dividends or other distributionspaid or made available with respect to Common Stock of the Company until suchStock Options are exercised.

 

7.                                       **Withholding**. Executive shall payall applicable federal, state and local income and employment taxes (includingtaxes of any foreign jurisdiction), which the Company is required to withholdat any time with respect to the Stock Options. Such payment shall be made infull, at Executive’s election, in cash or check, by withholding from Executive’snext normal payroll check, or by the tender of shares of Common Stock(including shares acquired upon exercise of the Stock Options). Shares tenderedas payment of required withholding shall be valued at the closing price pershare of Common Stock on the date such withholding obligation arises.

 

8.                                       **Transferability**. Except asotherwise provided in this Section 8, the Stock Options shall not be sold,pledged, assigned, hypothecated, transferred or disposed of in any manner,whether by the operation of law or otherwise. Executive may transfer theStock Options, in whole or in part, to a spouse or lineal descendant (a “FamilyMember”), a trust for the exclusive benefit of Executive and/or FamilyMembers, a partnership or other entity in which all the beneficial owners areExecutive and/or Family Members, or any other entity affiliated with Executivethat may be approved by the Compensation Committee (a “PermittedTransferee”). Subsequent transfers of the Stock Options shall be prohibitedexcept in accordance with this Section 8. All terms and conditions of theStock Options, including provisions relating to the termination of Executive’semployment with the Company, shall continue to apply following a transfer madein accordance with this Section 8. Any attempted transfer of the StockOptions prohibited by this Section 8 shall be null and void. The shares tobe delivered to Executive upon the exercise of any Stock Options shall beissued under the Company’s then existing omnibus incentive plan and, if theCommon Stock is then traded on a national securities exchange or inter-dealerquotation system, including without limitation, NASDAQ, or if the Company issubject to the reporting requirements of Section 13(a) or 15(d) ofthe Securities Exchange Act of 1934, as amended, or any successor provisionthereto, the Company shall take all action necessary to keep in effect aregistration statement under the Securities Act of 1933, as amended, or anysuccessor provision thereto (the “1933 Act”) enabling Executive to resellCommon Stock without restriction; provided, however, that the Company need nottake such action if, at the time of distribution of Common Stock to Executive,such shares do not constitute “restricted securities” as defined in Rule 144under the 1933 Act and Executive is not an “affiliate” of the Company under Rule 405of the 1933 Act.

 

9.                                       **Adjustments**. In the event that theoutstanding shares of Common Stock are subject to a stock split or changed intoor exchanged for a different number or kind of shares or other securities ofthe Company or other corporation by reason of a merger, consolidation,reorganization, recapitalization, reclassification, combination of shares or adividend payable in

 

C-3

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capital stock, or asimilar corporate structural change, then the rights of the Executive shall beappropriately adjusted as to the number of shares of Common Stock subject tothe Stock Options and/or as to the Exercise Price. The granting of the StockOptions pursuant to this Award shall not affect in any way the right or powerof the Company to make adjustments, reorganizations, reclassifications, orchanges of its capital or business structure or to merge, consolidate,dissolve, liquidate, or sell or transfer all or any part of its businessor assets.

 

10.                                 **Change in Control**. Subject to theprovisions of Section 5 of this Award, the Compensation Committee, in itssole discretion, may at any time prior to, coincident with or after thetime of a Change in Control:

 

(i)                                     providefor the acceleration of any vesting conditions relating to the exercise of theStock Option or that the Stock Option may be exercised in full on orbefore a date fixed by the Committee;

 

(ii)                                  providefor the purchase of the Stock Option, upon Executive’s request, for an amountof cash equal to the amount, as determined by the Compensation Committee in itssole discretion, which could have been realized upon the exercise of the StockOptions had the option been currently exercisable; or

 

(iii)                               causethe Stock Options then to be assumed, or new rights substituted therefore, bythe surviving corporation in such Change in Control.

 

Any such actionsshall be authorized by the Compensation Committee, whose determination as towhat actions shall be taken and the extent thereof, shall be final.

 

11.                                 **Agreement Provisions**. In additionto the terms and conditions set forth herein, this Award is subject to andgoverned by the terms and conditions set forth in the Agreement, which isincorporated herein by reference. In the event of any conflict between theprovisions of this Award and the Agreement, the Agreement shall control.

 

12.                                 **Notice**. Any written notice requiredor permitted by this Award shall be mailed, certified mail (return receiptrequested) or hand-delivered, addressed to Company’s Senior Vice President –Administration at Company’s North American headquarters at 1155 PerimeterCenter West, Atlanta, Georgia 30338, with a copy to Legal Department, MirantServices, LLC, 1155 Perimeter Center West, Atlanta, GA  30338, or to Executive at his most recenthome address on record with the Company. Notices are effective upon receipt.

 

13.                                 **Miscellaneous**.

 

(a)                                  Limitationof Rights. The granting of this Award shall not give Executive anyrights to similar grants in future years or any right to be retained in theemploy or service of the Company or its subsidiary or interfere in any way withthe right of the Company or any such subsidiary to terminate Executive’sservices at any time, or the right of Executive to terminate his services atany time.

 

C-4

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(b)                                 Severability. If anyterm, provision, covenant or restriction contained in this Award is held by acourt or a federal regulatory agency of competent jurisdiction to be invalid,void or unenforceable, the remainder of the terms, provisions, covenants andrestrictions contained in this Award shall remain in full force and effect, andshall in no way be affected, impaired or invalidated.

 

(c)                                  ControllingLaw. All issues and questions concerning the construction,validity, enforcement and interpretation of this Award shall be governed by,and construed in accordance with, the laws of the State of Georgia.

 

(d)                                 Arbitration. Anydispute or controversy arising under or in connection with the Agreement orthis Award or otherwise in connection with the Executive’s employment by theCompany that cannot be mutually resolved by the parties to the Agreement orthis Award and their respective advisors and representatives shall be settledexclusively by arbitration in Atlanta, Georgia in accordance with the rules ofthe American Arbitration Association before one arbitrator of exemplaryqualifications and stature, who shall be selected jointly by an individual tobe designated by the Company and an individual to be selected by Executive, orif such two individuals cannot agree on the selection of the arbitrator, whoshall be selected by the American Arbitration Association. The Company shallreimburse Executive’s reasonable legal fees if he prevails on a material issuein an arbitration.

 

(e)                                  Construction. This Awardcontains the entire understanding between the parties and supersedes any priorunderstanding and agreements between them representing the subject matterhereof, except that this Award shall be subject to the terms and conditions setforth in the Agreement. There are no other representations, agreements,arrangements or understandings, oral or written, between and among the partieshereto relating to the subject matter hereof which are not fully expressedherein.

 

(f)                                    Headings. Section andother headings contained in this Award are for reference purposes only and arein no way intended to describe, interpret, define or limit the scope, extent orintent of this Award or any provision hereof.

 

IN WITNESS WHEREOF, the undersigned Chairman of the CompensationCommittee of the Board executes this Award on behalf of the Company as of dayand year first set forth above.

 
|   | MIRANT  CORPORATION |
|--------|---------------------|
|   |                |
|   |                |
|   | By:                 |
|   |                |
|   |                |
|   | Its:                |

 

C-5

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Exhibit D

 

FORM OF RELEASE

 

This General Release ofall Claims (this “Agreement”) is entered into by Robert        . Driscoll (“Executive”“)and Mirant Services, LLC and Mirant Corporation (collectively, the “Company”),effective as of                            .

 

In further considerationof the promises and mutual obligations set forth in the Employment Agreementbetween Executive and the Company, dated                          (the “Employment Agreement”), Executive and the Company agree asfollows:

 

2.                                       Returnof Property. All Company files, access keys, desk keys, ID badges,computers, electronic devices, telephones and credit cards, and such otherproperty of the Company as the Company may reasonably request, inExecutive’s possession must be returned no later than the date of Executive’stermination from the Company.

 

3.                                       GeneralRelease and Waiver of Claims.

 

(a)                                  Release.In consideration of the payments and benefits provided to Executive under theEmployment Agreement and after consultation with counsel, Executive, personallyand on behalf of each of Executive’s respective heirs, executors,administrators, representatives, agents, successors and assigns (collectively,the “Releasors”) hereby irrevocably and unconditionally releases andforever discharges the Company and its subsidiaries and affiliates and each oftheir respective officers, employees, directors, and agents (“Releasees”)from any and all claims, actions, causes of action, rights, judgments,obligations, damages, demands, accountings or liabilities of whatever kind orcharacter (collectively, “Claims”), including, without limitation, anyClaims under any federal, state, local or foreign law, that the Releasors had,have, may have, or in the future may possess, arising out of (i) Executive’semployment relationship with and service as an employee, officer or director ofthe Company, and the termination of such relationship or service, and (ii) anyevent, condition, circumstance or obligation that occurred, existed or arose onor prior to the date hereof; provided, however, that Executivedoes not release, discharge or waive any rights to payments and benefitsprovided under the Employment Agreement that are contingent upon the executionby Executive of this Agreement****nor any rights to indemnification or as ashareholder of the Company.

##  

## (b)                                 Specific Release of ADEA Claims. In further consideration ofthe payments and benefits provided to Executive under the Employment Agreement,the Releasors hereby unconditionally release and forever discharge theReleasees from any and all Claims that the Releasors may have as of thedate Executive signs this Agreement arising under the Federal AgeDiscrimination in Employment Act of 1967, as amended, and the applicable rules andregulations promulgated thereunder (“ADEA”). By signing this Agreement,Executive hereby acknowledges and confirms the following:  (i) Executive was advised by the Companyin connection with his termination to consult with an attorney of his choiceprior to signing this Agreement and to have such attorney explain to Executivethe terms of this Agreement, including, without limitation, the terms relatingto Executive’s release of claims arising under

 

D-1

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## ADEA, and Executive has in fact consultedwith an attorney; (ii) Executive was given a period of not fewer than 21days to consider the terms of this Agreement and to consult with an attorney ofhis choosing with respect thereto; and (iii) Executive knowingly andvoluntarily accepts the terms of this Agreement. Executive also understandsthat he has seven (7) days following the date on which he signs thisAgreement within which to revoke the release contained in this paragraph, byproviding the Company a written notice of his revocation of the release andwaiver contained in this paragraph.

##  

## (c)                                  No Assignment. Executive represents andwarrants that he has not assigned any of the Claims being released under thisAgreement.

##  

4.                                       Proceedings.Executive has not filed, and agrees not to initiate or cause to be initiated onhis behalf, any complaint, charge, claim or proceeding against the Releaseesbefore any local, state or federal agency, court or other body relating to hisemployment or the termination of his employment, other than with respect to theobligations of the Company to Executive under the Employment Agreement (each,individually, a “Proceeding”), and agrees not to participate voluntarilyin any Proceeding. Executive waives any right he may have to benefit inany manner from any relief (whether monetary or otherwise) arising out of anyProceeding.

 

5.                                       Remedies.In the event Executive initiates or voluntarily participates in any Proceeding,or if he fails to abide by any of the terms of this Agreement or his post-terminationobligations contained in the Employment Agreement, or if he revokes the ADEArelease contained in Paragraph 2(b) of this Agreement within the seven-dayperiod provided under Paragraph 2(b), the Company may, in addition to any otherremedies it may have, reclaim any amounts paid to him under the severanceprovisions of the Employment Agreement or terminate any benefits or paymentsthat are subsequently due under the Employment Agreement, without waiving therelease granted herein. Executive acknowledges and agrees that the remedy atlaw available to the Company for breach of any of his post-terminationobligations under the Employment Agreement or his obligations under Paragraphs2 and 3 of this Agreement would be inadequate and that damages flowing fromsuch a breach may not readily be susceptible to being measured in monetaryterms. Accordingly, Executive acknowledges, consents and agrees that, inaddition to any other rights or remedies that the Company may have at lawor in equity, the Company shall be entitled to seek a temporary restrainingorder or a preliminary or permanent injunction, or both, without bond or othersecurity, restraining Executive from breaching his post-termination obligationsunder the Employment Agreement or his obligations under Paragraphs 2 and 3 ofthis Agreement. Such injunctive relief in any court shall be available to theCompany, in lieu of, or prior to or pending determination in, any arbitrationproceeding.

 

Executive understandsthat by entering into this Agreement he will be limiting the availability ofcertain remedies that he may have against the Company and limiting alsohis ability to pursue certain claims against the Company.

 

D-2

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6.                                       SeverabilityClause. In the event any provision or part of this Agreement is foundto be invalid or unenforceable, only that particular provision or part sofound, and not the entire Agreement, will be inoperative.

 

7.                                       Non-admission.Nothing contained in this Agreement will be deemed or construed as an admissionof wrongdoing or liability on the part of the Company.

 

8.                                       GoverningLaw. All matters affecting this Agreement, including the validity thereof,are to be governed by, and interpreted and construed in accordance with, thelaws of the State of Georgia applicable to contracts executed in and to beperformed in that State.

 

9.                                       Arbitration.Any dispute or controversy arising under or in connection with this Agreementor otherwise in connection with Executive’s employment by the Company thatcannot be mutually resolved by the parties to this Agreement and theirrespective advisors and representatives shall be settled exclusively byarbitration in Atlanta, Georgia in accordance with the rules of theAmerican Arbitration Association before one arbitrator of exemplaryqualifications and stature, who shall be selected jointly by an individual tobe designated by the Company and an individual to be selected by Executive or,if such two individuals cannot agree on the selection of the arbitrator, whoshall be selected by the American Arbitration Association.

 

10.                                 Notices.All notices or communications hereunder shall be in writing, addressed asfollows:

 

To the Company:

 

Mirant Corporation

 

 

To Executive:

 

With a copy to:

 

All such notices shall beconclusively deemed to be received and shall be effective (i) if sent byhand delivery, upon receipt or (ii) if sent by electronic mail orfacsimile, upon confirmation of receipt by the sender of such transmission.

 

**EXECUTIVE ACKNOWLEDGES THAT HEHAS READ THIS AGREEMENT AND THAT HE FULLY KNOWS, UNDERSTANDS AND APPRECIATESITS CONTENTS, AND THAT HE HEREBY EXECUTES THE SAME AND MAKES THIS AGREEMENT ANDTHE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OWN FREEWILL.**

 

D-3

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IN WITNESS WHEREOF, theparties have executed this Agreement as of the date first set forth above.

 
|   | **MIRANT CORPORATION**   |
|--------|--------------------------|
|   |                     |
|   | By:                      |
|   |                     |
|   | Its:                     |
|   |                     |
|   | **MIRANT SERVICES, LLC** |
|   |                     |
|   | By:                      |
|   |                     |
|   | Its:                     |
|   |                     |
|   |                     |   |
|   | **Robert E. Driscoll**   |

 

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|  

Exhibit E |  |
|------------------------|--|

 

**CONFIDENTIALITY AGREEMENT**

 

In consideration of myEmployment or continued Employment with Mirant Corporation and for othervaluable and adequate consideration which I agree has been exchanged, I agreeto comply with the Company’s Confidentiality Policy and this ConfidentialityAgreement, specifically:

 

1.**                                      **Iagree that the following words and phrases mean:

 

a)**                                     **“Affiliate(s)”means any corporation or entity that is a subsidiary or business unit of MirantCorporation.

 

b)**                                    **“Company”means Mirant Corporation, its divisions, its parents, its present and futuresubsidiaries, and successors.

 

c)**                                     **“ConfidentialInformation” means and includes items that the Company marks or treats asconfidential. It also includes information (other than Trade Secrets) that hasany value to the Company, is known to persons inside the Company for purposesof doing their jobs, and is not generally made known to persons outside theCompany.

 

d)**                                    **“ConfidentialityPolicy” means the policies and procedures the Company uses to protect itsvaluable information. The Confidentiality Policy may change periodicallyand all Mirant employees are expected to comply with the currentConfidentiality Policy at all times.

 

e)**                                     **“Employment”means my present or future job with the Company. Except during those times whenmy job may have been subject to a valid employment agreement, Employmentwith the Company is, has been, and after this Agreement continues to be “employmentat will.”

 

f)**                                       **“ThirdParty” or “Third Parties” means a person, firm or some entity other thanthe Company and its employees.

 

g)                                     “TradeSecret(s)” means those things defined as trade secrets by law. TradeSecrets include information about the Company business that is valuable to theCompany and gives the Company an advantage in the market place. This type ofinformation is not generally made known or available to people outside the

 

E-1

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Company,and the Company protects it from being disclosed. Information that is a Trade Secretmay be found in such things assoftware (code and programs), formulas, patterns, plans, charts, client lists(actual and possible), leads, pricing information, confidential businessarrangements, marketing plans, and proposals. Trade Secrets may be foundin other kinds of material as well.

 

2.                                       Iagree that during my Employment, I have been or may be given access toTrade Secrets or Confidential Information belonging to the Company, itsAffiliates, or to Third Parties. I agree that I will only use this informationfor the benefit of the Company****except as required by applicable law or inany judicial or administrative process. I understand and agree that Imust not copy, reveal, give or make known to anyone outside the Company anyTrade Secret or Confidential Information, without authorization by managementand appropriate safeguards. I further understand and agree that the Company isentitled to this protection:  (a) forTrade Secrets as long as it is a Trade Secret under the law, and (b) forConfidential Information as long as I am employed by the Company and for three (3) yearsafter my Employment ends.

 

3.                                       Iagree to not disclose any Confidential Information or Trade Secrets belongingto Third Parties when:  (a) theCompany has agreed to protect such information, and (b) I am told ordetermine that the Third Party’s information should be treated as confidential.I will keep the Third Party’s information confidential in the manner requiredby the Company.

 

4.                                       Iagree that I will provide the Company all of its Confidential Information andTrade Secrets I have or that are under my control (including any belonging toany Affiliate or Third Party) at any time the Company requests it.

 

5.                                       Iagree to return the originals and all copies of the Confidential Informationwhether in electronic, printed or any other form before the last day of myEmployment.

 

6.                                       Iagree that this Confidentiality Agreement (a) is governed by the law ofthe State of Georgia; (b) is binding on my heirs and representatives; (c) may beassigned by Mirant Corporation; (d) continues in effect after the end ofmy Employment; and (e) cannot be amended or released except in a documentsigned by me and the Company.

 

7.                                       Iagree that this Confidentiality Agreement is intended to replace any previousagreement, or portions of any agreement that contains confidentialityrequirements, that conflicts with this one. I further agree that thisConfidentiality Agreement is to be read to give the Company the greatestprotection possible without being contrary to law. If any court finds part ofthis Confidentiality Agreement to be unenforceable, I 

 

E-2

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agreethat part will be struck out and the remainder of the ConfidentialityAgreement will continue in effect.

 

In witness hereof, I have executed thisConfidentiality Agreement this                  day of                              ,2006.

 

 
|                               |         |                                        |   |
|------------------------------------|--------------|---------------------------------------------|--------|
| ***HR  Representative***           | *** *** | ***Employee  Signatur   e*** |   |
|                               |         |                                        |   |
|                               |         |                                        |   |
| ***Print  Name & Title*** | *** *** | ***Print  Name***                           |   |

 

E-3

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| Exhibit F |  |
|----------------|--|

 

**INTELLECTUAL PROPERTY AGREEMENT**

 

In consideration of myEmployment or continued Employment with Mirant Corporation, and for othervaluable and adequate consideration which I agree has been exchanged, I agreeto comply with the Company’s Intellectual Property Policy and this IntellectualProperty Agreement (“Agreement”), specifically:

 

1.                                       Iagree that the following words and phrases mean:

 

a)**                                     **“Affiliate(s)”means any corporation or entity that is a subsidiary or business unit of MirantCorporation.

 

b)**                                    **“Company”means Mirant Corporation, its divisions, its parents, its present and futuresubsidiaries, and successors.

 

c)**                                     **“Employment”means my present or future job with the Company. Except during those times whenmy job may have been subject to a valid employment agreement, Employmentwith the Company is, has been, and after this Agreement continues to be “employmentat will.”

 

d)**                                    **“IntellectualProperty” means any invention, discovery, creation, improvement or design. SuchIntellectual Property includes machines, processes, concepts, chemicalcompounds, computer programs, authored material, trademarks, service marks, andimprovements to any of these items; Intellectual Property may also includeother things not listed here. An individual’s work (and that of those workingtogether) will be considered the Company’s Intellectual Property if it: (i) isrelated to any job the individual holds or has held with the Company or itsAffiliates, (ii) is created, worked on or implemented while the individualis at work, or (iii) is created, worked on or implemented using Company orAffiliate personnel, facilities, equipment knowledge, information, resources ormaterials.

 

e)                                      “IntellectualProperty Policy” means the policies and procedures the Company uses toprotect its valuable Intellectual Property. The Intellectual Property Policy may changeperiodically and all Mirant employees are expected to comply with the currentIntellectual Property Policy at all times.

 

f)                                        “ThirdParty” or “Third Parties” means a person, firm or some entity otherthan the Company and its employees.

 

F-1

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2.**                                      **Iagree that I will fully inform the Company about any material that mightbe Intellectual Property at the earliest possible time. I also agree that Iwill not disclose innovations or potential Intellectual Property to ThirdParties and will treat it as covered by the Company’s Confidentiality Policyand my Confidentiality Agreement with the Company.

 

3.**                                      **Asa part of this Agreement, I transfer to the Company all rights toIntellectual Property which comes into existence during my Employment. I agreethat all Intellectual Property is a “work for hire” (as defined in the UnitedStates Code) belonging exclusively to the Company. No Intellectual Property Itransfer will be considered “joint work” belonging to anyone other than theCompany.

 

4.                                       Iagree to sign any documents, and provide any assistance the Company may needto protect the Intellectual Property, obtain registrations (including Patents,Trademarks, Copyrights, etc.), and establish and maintain its title to theIntellectual Property. The Company will pay expenses required to obtain theseprotections.

 

5.                                       Iunderstand that the Company may decide, for whatever reason, not to pursuelegal protection for Intellectual Property created by me. The company may alsochoose to release its interest in the Intellectual Property to me. If thishappens, I agree to execute any documents necessary to give the Company theperpetual right and license to use, maintain, modify, make derivative worksfrom, practice and market the Intellectual Property at no cost to the Company.

 

6.**                                      **Iagree that I will provide the Company all of its Intellectual Property that Ihave or that is under my control (including any belonging to any Affiliate orThird Party) at any time the Company requests it.

 

7.                                       Iagree to return the originals and all copies of the Intellectual Propertyinformation whether in electronic, printed or any other form before thelast day of my Employment.

 

8.**                                      **Iagree that this Agreement (a) is governed by the laws of the State ofGeorgia; (b) is binding on my heirs and representatives; (c) may beassigned by the Company; (d) continues in effect after the end of myEmployment; and (e) cannot be amended or released except in a documentsigned by me and the Company.

 

9.**                                      **Iagree that this Agreement is intended to replace any previous agreement, orportions of any agreement that contains intellectual property requirements,that conflicts with this one. I further agree that this Agreement is be read togive the Company the greatest protection possible without being contrary to law.If any court finds part of this Agreement to be unenforceable, I agreethat part will be struck out and the remainder of the Agreement willcontinue in effect.

 

F-2

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In witness hereof, I have executed thisConfidentiality Agreement this                    day of                               ,                           .

 

 
|                               |         |                      |   |
|------------------------------------|--------------|---------------------------|--------|
| ***HR  Representative***           | *** *** | ***Employee  Signature*** |   |
|                               |         |                      |   |
|                               |         |                      |   |
| ***Print  Name & Title*** | *** *** | ***Print  Name***         |   |

 

F-3

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EXHIBIT G

 

FORM OF RELEASE BYTHE COMPANY

 

This Release of Claims(this “Agreement”) is entered into by Robert E. Driscoll (“Executive”)and Mirant Services, LLC and Mirant Corporation (collectively, the “Company”),effective as of [DATE].

 

In consideration of thepromises and mutual obligations set forth in the Employment Agreement betweenExecutive and the Company, dated                          (the “Employment Agreement”) and other good and valuable consideration,Executive and the Company agree as follows:

 

1.                                       GeneralRelease and Waiver of Claims.

 

## (a)                                  Release. The Company and itssubsidiaries and affiliates (“Company Releasors”) hereby irrevocably andunconditionally release and forever discharge Executive personally and each ofExecutive’s heirs, executors, administrators, representatives, agents,successors and assigns (collectively, the “Executive Releasees”) fromany and all claims, actions, causes of action, rights, judgments, obligations,damages, demands, accountings or liabilities of whatever kind or character(collectively, “Claims”), including, without limitation, any Claimsunder any federal, state, local or foreign law, that the Company Releasors had,have, may have, or in the future may possess, arising out ofExecutive’s employment relationship with and service as an employee, officer ordirector of the Company, and the termination of such relationship or service; provided,however, that the Company Releasors do not release, discharge or waiveany Claims arising out of or resulting from Executive’s fraud, gross-negligenceor other violation of law.

##  

## (b)                                 No Assignment. The Company represents andwarrants that it has not assigned any of the Claims being released under thisAgreement.

##  

2.                                       Proceedings.The Company has not filed, and agrees not to initiate or cause to be initiatedon its behalf, any complaint, charge, claim or proceeding against the ExecutiveReleasees before any local, state or federal agency, court or other body basedon the Claims released under this Agreement (a “Proceeding”) and agreesnot to participate voluntarily in any Proceeding.

 

3.                                       Remedies.The Company acknowledges and agrees that the remedy at law available to theExecutive for breach of any of the Company’s obligations underParagraphs 1 and 2 of this Agreement would be inadequate and that damagesflowing from such a breach may not readily be susceptible to beingmeasured in monetary terms. Accordingly, the Company acknowledges, consents andagrees that, in addition to any other rights or remedies that Executive may haveat law or in equity, Executive shall be entitled to seek a temporaryrestraining order or a preliminary or permanent injunction, or both, withoutbond or other security, restraining the Company from breaching its obligationsunder Paragraphs 1 and 2 of

 

G-1

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this Agreement. Suchinjunctive relief in any court shall be available to Executive, in lieu of, orprior to or pending determination in, any arbitration proceeding.

 

The Company understandsthat by entering into this Agreement it will be limiting the availability ofcertain remedies that it may have against Executive and limiting also itsability to pursue certain claims against Executive.

 

4.                                       SeverabilityClause. In the event any provision or part of this Agreement is foundto be invalid or unenforceable, only that particular provision or part sofound, and not the entire Agreement, will be inoperative.

 

5.                                       Non-admission.Nothing contained in this Agreement will be deemed or construed as an admissionof wrongdoing or liability on the part of Executive.

 

6.                                       GoverningLaw. All matters affecting this Agreement, including the validity thereof,are to be governed by, and interpreted and construed in accordance with, thelaws of the State of Georgia applicable to contracts executed in and to beperformed in that State.

 

7.                                       Arbitration.Any dispute or controversy arising under or in connection with this Agreementor otherwise in connection with Executive’s employment by the Company thatcannot be mutually resolved by the parties to this Agreement and theirrespective advisors and representatives shall be settled exclusively byarbitration in Atlanta, Georgia in accordance with the rules of theAmerican Arbitration Association before one arbitrator of exemplaryqualifications and stature, who shall be selected jointly by an individual tobe designated by the Company and an individual to be selected by Executive or,if such two individuals cannot agree on the selection of the arbitrator, whoshall be selected by the American Arbitration Association.

 

8.                                       Notices.All notices or communications hereunder shall be in writing, addressed asfollows:

 

To the Company:

 

Mirant Corporation

 

 

To Executive:

 

G-2

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All such notices shall beconclusively deemed to be received and shall be effective (i) if sent byhand delivery, upon receipt or (ii) if sent by electronic mail orfacsimile, upon confirmation of receipt by the sender of such transmission.

 

**THE COMPANY ACKNOWLEDGES THAT ITHAS READ THIS AGREEMENT AND THAT IT FULLY KNOWS, UNDERSTANDS AND APPRECIATESITS CONTENTS, AND THAT IT HEREBY EXECUTES THE SAME AND MAKES THIS AGREEMENT ANDTHE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF ITS OWN FREEWILL.**

 

IN WITNESS WHEREOF, theparties have executed this Agreement as of the date first set forth above.

 

 
|   | **MIRANT CORPORATION**   |
|--------|--------------------------|
|   |                     |
|   | By:                      |
|   |                     |
|   | Its:                     |
|   |                     |
|   | **MIRANT SERVICES, LLC** |
|   |                     |
|   | By:                      |
|   |                     |
|   | Its:                     |
|   |                     |
|   |                     |   |
|   | **Robert  E. Driscoll**  |

 

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