**Exhibit 10.5**
**NON-QUALIFIED STOCK OPTION AWARD AGREEMENT**
**THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT**(this “Agreement”) is made as of the **6th day of March, 2008**,between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates (collectively, the “Company”), and**Bruce A. Williamson**(“Employee”). A copy of the Dynegy Inc. 2000 Long Term Incentive Plan (the “Plan”) is annexed tothis Agreement and shall be deemed a part of this Agreement as if fully set forth herein. Unless the context otherwiserequires, all terms that are not defined herein but which are defined in the Plan shall have the same meaning given tothem in the Plan when used herein.
1. **The Grant**. The Compensation and Human Resources Committee of the Board of Directors (the “Committee”)granted to Employee on **March 6, 2008**(“Effective Date”), as a matter of separate inducement and not in lieu of anysalary or other compensation for Employee’s services, the right and option to purchase (the “Option”), in accordancewith the terms and conditions set forth in the Plan and in this Agreement, an aggregate number of **440,772**shares (the“Shares”) of Class A common stock of Dynegy, $0.01 par value per share (the “Common Stock”), at a price of **$7.48**pershare (the “Exercise Price”). Employee acknowledges receipt of a copy of the Plan, and agrees that the Option shall besubject to all of the terms and provisions of the Plan, including future amendments thereto, if any, pursuant to theterms thereof, and to all of the terms and conditions of this Agreement. The Option shall not be treated as anincentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).The Exercise Price is, in the judgment of the Committee, not less than one hundred percent (100%) of the Fair MarketValue of a share of the Common Stock on the Effective Date. If it is subsequently determined by the Committee, in itssole discretion, that the terms and conditions of this Agreement and/or the Plan are not compliant with Code Section409A, or any Treasury regulations or Internal Revenue Service guidance promulgated thereunder, this Agreement and/orthe Plan may be amended accordingly.
2. **Exercise**. Subject to the provisions, limitations and other relevant provisions of the Plan and of thisAgreement, and the earlier expiration of the Option as herein provided, Employee may exercise the Option to purchasesome or all of the Shares as follows:
(a) The Option shall become exercisable in three cumulative equal annual installments as follows:
(i) on the first anniversary of the Effective Date, the right to purchase one-third of theaggregate number of Shares shall become exercisable without further action by the Committee;
(ii) on the second anniversary of the Effective Date, the right to purchase an additionalone-third of the aggregate number of Shares shall become exercisable without further action by theCommittee; and
(iii) on the third anniversary of the Effective Date, the right to purchase the remainingone-third of the aggregate number of Shares shall become exercisable without further action by theCommittee.
 
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(b) Notwithstanding any other provision of this Agreement, the unexercised portion of the Option, if any,will automatically and without notice terminate and become null and void upon the expiration of ten (10) yearsfrom the Effective Date of the Option.
(c) Any exercise by Employee of the Option, or portion thereof, shall be conducted by delivery of anirrevocable notice of exercise to the Company or its designee as provided in the Plan. In no event shallEmployee be entitled to exercise the Option for less than a whole Share.
(d) Notwithstanding any other provision of this Agreement, upon the occurrence of a Change in Control,the Option shall become fully vested and immediately exercisable in full on the date of the Change in Control.For purposes hereof, “Change in Control” shall mean the occurrence of any of the following events: (i) amerger of Dynegy with another entity, a consolidation involving Dynegy, or the sale of all or substantiallyall of the assets or equity interests of Dynegy to another entity if, in any such case, (A) the holders ofequity securities of Dynegy immediately prior to such event do not beneficially own immediately after suchevent equity securities of the resulting entity entitled to fifty-one percent (51%) or more of the votes theneligible to be cast in the election of directors (or comparable governing body) of the resulting entity insubstantially the same proportions that they owned the equity securities of Dynegy immediately prior to suchevent or (B) the persons who were members of the Board immediately prior to such event do not constitute atleast a majority of the board of directors of the resulting entity immediately after such event; (ii) thedissolution or liquidation of Dynegy, but excluding a reorganization pursuant to chapter 11 of Title 11, U.S.Code, as amended; (iii) a circumstance where any person or entity, including a “group” as contemplated bySection 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation,power to vote) of fifty percent (50%) or more of the combined voting power of the outstanding securities of,(A) if Dynegy has not engaged in a merger or consolidation, Dynegy, or (B) if Dynegy has engaged in a mergeror consolidation, the resulting entity; (iv) circumstances where, as a result of or in connection with, acontested election of directors, the persons who were members of the Board immediately before such electionshall cease to constitute a majority of the Board; or (v) the Board (or the Committee) adopts a resolutiondeclaring that a Change in Control has occurred. For purposes of the “Change in Control” definition, (1)“resulting entity” in the context of an event that is a merger, consolidation or sale of all or substantiallyall of the subject assets or equity interests shall mean the surviving entity (or acquiring entity in the caseof an asset or equity interest sale), unless the surviving entity (or acquiring entity in the case of an assetsale) is a subsidiary of another entity and the holders of common stock of Dynegy receive capital stock ofsuch other entity in such transaction or event, in which event the resulting entity shall be such otherentity, and (2) subsequent to the consummation of a merger or consolidation that does not constitute a Changein Control, the term “Dynegy” shall refer to the resulting entity and the term “Board” shall refer to theboard of directors (or comparable governing body) of the resulting entity.
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3. **Termination of Employment**. The Option may be exercised only while Employee remains an employee of theCompany and will terminate and cease to be exercisable upon Employee’s termination of employment with the Company,except that:
(a) if Employee shall die while in the employ of the Company, the Option awarded hereunder shallimmediately vest with respect to all of the remaining Shares and become fully exercisable without furtheraction by the Committee, and Employee’s legal representative, or the person, if any, who acquired the Optionby bequest or inheritance or by reason of the death of Employee, may exercise the Option, to the extent notpreviously exercised, in respect of any or all such Shares at any time up to and including the date three (3)years after the date of death, after which date the Option will automatically and without notice terminate andbecome null and void; and
(b) if Employee is determined to be disabled (as defined in the Company’s long term disability program orplan in which Employee is a participant or, if Employee does not participate in any such plan, as defined inthe Dynegy Inc. Long Term Disability Plan, as amended, or the successor plan thereto), the Option awardedhereunder shall immediately vest with respect to all of the remaining Shares and become fully exercisablewithout further action by the Committee, and Employee may exercise the Option, to the extent not previouslyexercised, in respect of any or all such Shares at any time up to and including the date three (3) years afterthe date of such determination, after which date the Option will automatically and without notice terminateand become null and void; and
(c) if Employee’s employment with the Company terminates by reason of retirement by Employee following(i) the date on which such Employee has reached sixty (60) years of age and (ii) at least ten (10) years ofservice as an employee of the Company or its subsidiaries, the Option awarded hereunder shall continue tobecome exercisable in accordance with Section 2(a) of this Agreement, and Employee may exercise the Option, tothe extent not previously exercised, at any time up to and including the date five (5) years after the date oftermination of Employee’s employment by reason of such retirement, or the end of the option term, whichever isless, after which date the Option will automatically and without notice terminate and become null and void;and
(d) if Employee’s employment with the Company terminates by reason of dismissal by the Company for Cause,as such term is defined below, then the Option, to the extent not previously exercised, will immediately,automatically and without notice or further action by the Committee, terminate and become null and void; and
(e) if Employee’s employment with the Company terminates by reason of Involuntary Termination, as suchterm is defined below, the Option awarded hereunder shall immediately vest with respect to all remainingShares and become fully exercisable without further action of the Committee, and Employee may exercise theOption, to the extent not previously exercised, at any time up to and including the date three (3) years afterthe date of such termination of employment, after which date the Option will automatically and without noticeterminate and become null and void; and
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(f) if Employee’s employment with the Company terminates by reason of resignation by the Employee (otherthan a resignation as provided in Sections 3(e) or (g) hereof) and at a time when Employee was entitled toexercise the Option, Employee may exercise the Option, to the extent not previously exercised, with respect toany or all such number of Shares as to which the Option was exercisable as of the date of Employee’stermination of employment, at any time up to and including the date ninety (90) days after the date oftermination by reason of such resignation, after which date the Option will automatically and without noticeterminate and become null and void; and
(g) if Employee’s employment with the Company is terminated as a result of a Change in ControlTermination, as such term is defined below, occurring within sixty (60) days before or within one year afterthe effective date of a Change in Control, the Option shall become fully vested and immediately exercisable infull on the effective date of the Change of Control, and such Option shall remain exercisable from such datefor the lesser of: (i) five (5) years from the effective date of such Change in Control; (ii) the remainingperiod of time for exercise of the Option hereunder (irrespective of any mandatory exercise period specifiedherein that would otherwise be triggered by the termination of employment of such Employee); or (iii) suchperiod of time (which period of time may end as early as the consummation of a “Corporate Change,” as suchterm is defined in the Plan) as the Committee may determine in connection with or in contemplation of aCorporate Change in the exercise of its discretion under the Plan, with respect to which the Committee has thediscretion to, among other things, require the surrender of stock options (which surrender may be in exchangefor a cash payment, if applicable) and to cancel such stock options upon the consummation of a CorporateChange as further described in the Plan.
(h) For purposes of this Agreement:
“Base Salary” shall mean the regular base salary of Employee but excluding all bonuses, expensereimbursements, benefits paid under any plan maintained by the Company and all equity awards of any type.
“Cause” shall mean, and hence arise as a result of, as determined by the Committee in its solediscretion, Employee’s (i) refusal to implement or adhere to lawful policies or lawful directives of the Boardof Directors; (ii) engaging in conduct which is materially injurious (monetarily or otherwise) to the Company(including, without limitation, misuse of the Company’s funds or other property); (iii) misconduct ordishonesty directly related to the performance of Employee’s duties for the Company or gross negligence in theperformance of Employee’s duties for the Company; (iv) conviction (or entering into a plea bargain admittingcriminal guilt) in any criminal proceeding involving a felony or a crime of moral turpitude; (v) drug oralcohol abuse; or (vi) continued failure to perform Employee’s duties which is not cured within 10 days afterwritten notice is provided to Employee by the Company.
“Change in Control Termination” shall mean Employee’s employment is terminated by the Company (or asuccessor thereto) without Cause, or by Employee following: (i) a significant diminution in Employee’sresponsibilities, authority or duties; (ii) a material reduction in Employee’s Base Salary; or (iii)relocation of Employee’s position outside the Houston, Texas metropolitan area, all as determined by theCommittee in its sole discretion.
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“Involuntary Termination” shall have the same meaning as specified in the Dynegy Inc. Executive SeverancePay Plan (as amended and restated effective January 1, 2008).
4. **Registration**. The Company intends to register the Shares for issuance under the Securities Act of1933, as amended (the “Act”), and to keep such registration effective throughout the period the Option is exercisable.In the absence of such effective registration or an available exemption from registration under the Act, issuance ofthe Shares will be delayed until registration of such shares is effective or an exemption from registration under theAct is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the eventexemption from registration under the Act is available upon an exercise of the Option, Employee (or the personpermitted to exercise the Option in the event of Employee’s death or incapacity), if requested by the Company to do so,will execute and deliver to the Company, in writing, such agreements and other documents containing such provisions asthe Company may require to assure compliance with applicable securities laws.
Employee agrees that the Shares will not be sold or otherwise disposed of in any manner which would constitute aviolation of any applicable federal or state securities laws. Employee also agrees that (i) the certificatesrepresenting the Shares may bear such legend or legends as the Committee in its sole discretion deems appropriate inorder to assure compliance with applicable securities laws and (ii) the Company may refuse to register transfer of theShares on the stock transfer records of the Company, and may give related instructions to its transfer agent, if any,to stop registration of such transfer, if such proposed transfer would in the opinion of counsel satisfactory to theCompany constitute a violation of any applicable securities law.
5. **Employment Relationship**. For purposes of this Agreement, Employee shall be considered to be in theemployment of the Company as long as Employee remains an employee of (a) the Company, (b) an Affiliate (as such term isdefined in the Plan) or (c) a corporation (or a parent or subsidiary of such corporation) assuming or substituting anew option for the Option. Any question as to whether and when there has been a termination of such employment, andthe cause of such termination, shall be determined by the Committee in its sole discretion, and its determination shallbe final and binding on all parties.
6. **Withholding Taxes**. By Employee’s acceptance hereof, Employee hereby (a) agrees to reimburse theCompany or any Affiliate by which Employee is employed for any federal, state or local taxes required by any governmentto be withheld or otherwise deducted by such corporation in respect of Employee’s exercise of the Option, (b) authorizethe Company or any Affiliate by which Employee is employed to withhold from any cash compensation paid to Employee orin Employee’s behalf, an amount sufficient to discharge any federal, state and local taxes imposed on the Company, orthe Affiliate by which Employee is employed, and which otherwise has not been reimbursed by Employee, in respect ofEmployee’s exercise of the Option and (c) agrees that the corporation by which Employee is employed, may, in itsdiscretion, hold the stock certificates to which Employee is entitled upon exercise of the Option, as security for thepayment of the aforementioned withholding tax liability, until cash sufficient to pay that liability has beenaccumulated, and may, in its discretion, effect such withholding by retaining Shares issuable upon the exercise of theOption having a Fair Market Value on the date of exercise which is equal to the amount to be withheld.
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7. **Miscellaneous**.
(a) This grant is subject to all the terms, conditions, limitations and restrictions contained in thePlan. In the event of any conflict or inconsistency between the terms hereof and the terms of the Plan, theterms of the Plan shall be controlling. In the event of any conflict or inconsistency between the termshereof and the terms of the Dynegy Inc. Executive Severance Pay Plan, including any amendments or supplementsthereto, the terms hereof shall be controlling.
(b) This grant is not a contract of employment and the terms of Employee’s employment shall not beaffected hereby or by any agreement referred to herein except to the extent specifically so provided herein ortherein. Nothing herein shall be construed to impose any obligation on the Company or on any Affiliate tocontinue Employee’s employment, and it shall not impose any obligation on Employee’s part to remain in theemploy of the Company or of any Affiliate.
(c) All references in this Agreement to any “corporation” shall include a corporation, a generalpartnership, a joint venture, a limited partnership, a business trust or any other lawful business entity.
(d) Any notices or other communications provided for in this Agreement shall be sufficient if in writing.In the case of Employee, such notices or communications shall be effectively delivered when hand delivered toEmployee at his or her principal place of employment or when sent by registered or certified mail to Employeeat the last address Employee has filed with the Company. In the case of the Company, such notices orcommunications shall be effectively delivered when sent by registered or certified mail to the Company at itsprincipal executive offices.
(e) This Agreement may not be amended except by an agreement in writing signed by each of the Company andEmployee consenting to such amendment.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto dulyauthorized, and Employee has agreed to and accepted the terms of this Agreement, all as of the date first abovewritten.
**DYNEGY INC.**