Exhibit 10.1


 


FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT


 


This First Amendment to Employment Agreement
(the “First Amendment”) is made and entered into this 9th day of May, 2005 by
and between Mirant Services, LLC (hereinafter “Mirant”) and Loyd Alderman Warnock
(hereinafter “Warnock”).


 


W I T N E S S
E T H:


 


WHEREAS, Mirant and Warnock entered into an
Employment Agreement dated May 31, 2004 (the “Original Agreement”),
setting forth the terms and conditions of Warnock’s employment as an executive
of Mirant; and


 


WHEREAS, Mirant and Warnock now desire to
amend the Original Agreement to change the provisions in the Original Agreement
relating to Warnock’s severance in the event that Mirant terminates him other
than for cause,


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements contained herein, the parties hereby agree as
follows:


 


1.                                       Amendment
to Section 6(c).     Section 6(c) of the Original
Agreement is deleted in its entirety and replaced with the following Section 6(c).


 


(c)                                  Termination
by Mirant by Notice.  Mirant shall have
the additional right to terminate this Agreement and Warnock’s employment
without cause by giving Warnock written notice of termination.  Such termination shall be effective
immediately upon receipt of notice by Warnock. 
In the event that such termination is not for cause, including as a
result of constructive termination as defined herein, up to one year after
Mirant’s emergence from Chapter 11, Warnock will receive severance of 24 months
base salary plus target short-term incentive at the time of such termination
and 24 months of medical benefits.  In
order to receive such severance benefit, Warnock must waive any right to an
administrative claim on any individual agreement such as retention agreements,
employment agreements or employee benefit and pension plans.


 


For purposes of this Section 6(c), “constructive
termination” shall mean:


 


a.                                       Inconsistent
Duties.  A meaningful and detrimental
alteration in the employee’s position or in the nature or status of his responsibilities,
except for a similar alteration in the position or in


 





















 


the
nature or status of the responsibilities of other employees of Mirant;


 


b.                                      Reduced
Salary.  A reduction of five percent
or more of the employee’s base salary rate except for an across-the-board base
salary rate reduction similarly affecting at least 95% of all employees of
Mirant;


 


c.                                       Inconsistent
Benefits.  A receipt of benefits that
are materially less favorable than those offered to other employees of similar
position; or


 


d.                                      Relocation.  A change in the employee’s work location to a
location more than 50 miles from the facility where the employee was located,
unless such new work location is within 50 miles from the employee’s principal
place of residence.


 


Constructive termination shall not include
the employee’s death or disability.


 


2.                                       Continuation.  The Original Agreement, as amended by this
First Amendment, shall continue in full force and effect in accordance with its
terms.  No modification of this First
Amendment shall be valid unless in writing and signed by the parties
hereto.  In the event of any conflict
between the provisions of this First Amendment and the provisions of the
Original Agreement, the provisions of this First Amendment shall control.


 


IN WITNESS WHEREOF, the undersigned have
caused this First Amendment to be executed as of the date first written above.


 


	
   

  	
  MIRANT SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vance Booker

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Loyd Alderman Warnock

  	
   

  	
   

  
	
  Loyd Alderman Warnock