exv10w5






Exhibit 10.5



EXECUTION COPY




[Company Letterhead]




April 11, 2010




Anne Cleary

1155 Perimeter Center West

Atlanta, GA 30338




Dear Ms. Cleary,




     On behalf of Mirant Corporation (the “Company) and in accordance with the terms and
conditions outlined in this letter (the “Letter”), I am pleased to confirm that RRI Energy,
Inc. (“Parent”) will offer you employment as Head of Asset Management of Parent, effective
upon the Effective Time (as defined under the Agreement and Plan of Merger by and among the
Company, RRI Energy Holdings, Inc. and RRI Energy, Inc., dated as of April 11, 2010 (the
“Merger Agreement”)). This Letter will be of no force or effect if the Merger Agreement
terminates before the Effective Time. Capitalized terms used but not defined herein will
have the meaning in the Merger Agreement.



     Please find below, a summary of the key terms of your employment following the Effective
Time:




	 	•	 	Position. Head of Asset Management of Parent, reporting to the Chief
Operating Officer of Parent with duties and responsibilities commensurate with
such position.
	 
	 	•	 	Location. Houston, TX.
	 
	 	•	 	Compensation. Annual base salary and annual target bonus will be no
less than immediately prior to Effective Time. Long term incentive opportunities
and employee benefits will be no less favorable than those provided to similarly
situated executives of Parent and its subsidiaries generally.
	 
	 	•	 	Relocation Benefits. Reimbursement of reasonable relocation expenses.
	 
	 	•	 	Equity Awards. As of the Effective Time, all equity awards that are
outstanding as of the Effective Time shall become fully vested and exercisable
and the post-termination exercise period will be governed by the agreements
evidencing such awards.
	 
	 	•	 	Retention Bonus. On the first business day following the second
anniversary of the Closing Date, Executive shall be paid an amount equal to the
cash severance Executive would have received under the Company’s Change in
Control Severance Plan (“CIC Severance Plan”), subject to the Executive’s
continued employment through the second anniversary of the Closing Date.




 









 






	 	•	 	Termination of Employment. If, prior to the second anniversary of
Closing Date, Executive dies, terminates due to Disability (as defined in the CIC
Severance Plan), is terminated by Parent without Cause (as defined in the CIC
Severance Plan) or resigns for Good Reason (as defined herein), Executive will be
paid the retention bonus in full.
	 
	 	•	 	Release. The payment of the retention bonus described above will be
conditioned on Executive’s execution and non-revocation of a general release of
claims in the form used for senior executives of Parent generally.
	 
	 	•	 	Good Reason. Means a material breach of this Letter or the failure of
the Company to cause Parent to assume this Letter as of the Effective Time or
offer Executive employment in accordance with the terms of this Letter after
Executive provides written notice to the Company of the breach or failure within
90 days following the initial existence of the breach, the Company does not cure
the breach or failure within 30 days following receipt of the written notice (the
“Cure Period”) and Executive terminates within 90 days following the end of the
Cure Period.
	 
	 	•	 	CIC Severance Plan. Executive will have no rights under the CIC
Severance Plan following the Effective Time, except Executive will be entitled to
the gross up benefits pursuant to Section 5.1 of the CIC Severance Plan.





          On behalf of the Board of Directors of the Company, we are excited that you have agreed
to accept this offer of employment and look forward to your continued employment. Please
sign in the space provided below to formally accept this Letter and return the original to
Julia Houston.




	 	 	 

	Very Truly Yours,
	 	 
	/s/
Julia A. Houston
	 	 
	 

Julia A. Houston

	 	 






 









 







 


     Acknowledgement:



     I accept the
position as offered under the terms and conditions outlined here in
this Letter.
 



	/s/ Anne M. Cleary	 	April 9, 2010	 

	 

	 	 
	Name: Anne M. Cleary

	 	Date: