exv10w7







Exhibit 10.7




EXECUTION COPY




[Company Letterhead]



April 11, 2010




J. William Holden III

1155 Perimeter Center West

Atlanta, GA 30338



Dear Mr. Holden,




     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 Chief Financial Officer (“CFO”) 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. CFO of Parent, reporting to the Chief Executive Officer
(“CEO”) of Parent with duties and responsibilities commensurate with such
position.
	 
	 	•	 	Location. Houston, TX.
	 
	 	•	 	Compensation. Annual base salary will be $540,000, annual target
bonus will be no less than 75% of annual base salary and long term incentive
opportunities will be no less than 185% of annual base salary. 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,
commuting and living expenses (including temporary housing costs).
	 
	 	•	 	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), resigns for Good Reason (as defined herein) or terminates
for any reason following the termination of Edward R. Muller as CEO for any
reason, 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 or failure, 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.
	 
	 	•	 	Change in Control. Executive will be eligible for change in control
severance benefits upon qualifying terminations of employment following a change
in control that occurs after the Effective Time in an amount equal to three
times base salary and target annual bonus.
	 
	 	•	 	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.
	 
	 	•	 	Section 409A of the Code. Any reference to termination of employment
under this Letter shall mean “separation from service” within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). To
the extent required by Section 409A of the Code, any payment under this Letter
to be made upon a “separation from service” within Section 409A of the Code
shall be made on the first business day that is six months following the date of
such “separation from service.”






	 	 	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 in the self-addressed envelope provided.





	 	 	 

	Very Truly Yours,
	 	 
	 
	/s/ Julia A. Houston
	 	 
	 

Julia A. Houston

	 	 






 









 






EXECUTION COPY



Acknowledgement:



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




	 	 	 	 	 

	 
	/s/
J. William Holden, III 

Name: J. William Holden, III

	 	April 10, 2010 

Date: