ex10-3.htm


    EXHIBIT
10.3

    

      RESTRICTED
STOCK AWARD AGREEMENT

      


      THIS RESTRICTED STOCK AWARD
AGREEMENT (this “Agreement”) is made as of the ___th day of March, 2010,
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. _____ Long Term Incentive
Plan (the “Plan”) is annexed to this Agreement and shall be deemed a part hereof
as if fully set forth herein.  Unless the context otherwise requires,
all terms that are not defined in this Agreement but which are defined in the
Plan shall have the same meaning given to them in the Plan when used
herein.

      


      1. Award.  Pursuant
to the Plan, the Committee, on March ____, 2010 (the “Grant Date”), designated
_____________ restricted shares (the “Restricted Shares”) of Dynegy’s Class A
common stock, $0.01 par value per share (“Common
Stock”), shall be issued as hereinafter provided in the Employee’s name subject
to certain restrictions thereon.  The Restricted Shares shall be
issued upon acceptance hereof by the Employee and upon satisfaction of the
conditions of this Agreement.  The Employee acknowledges receipt of a
copy of the Plan, and agrees that this award of Restricted Shares shall be
subject to all of the terms and provisions of the Plan, including future
amendments thereto, if any, pursuant to the terms thereof, and to all of the
terms and conditions of this Agreement.

      


      2. Restricted
Shares.  The Employee hereby accepts the Restricted Shares when
issued and agrees with respect thereto as follows:

      


      (a) Forfeiture
Restrictions.  The Restricted Shares may not be sold, assigned,
pledged, exchanged, hypothecated or otherwise transferred, encumbered or
otherwise disposed of (any such sale, assignment, pledge, exchange,
hypothecation or other transfer, encumbrance or disposition being referred to
herein as a “Transfer”) to the extent then subject to the Forfeiture
Restrictions (as hereinafter defined), and in the event of termination of the
Employee’s employment with the Company for any reason whatsoever, the Employee
shall, for no consideration, forfeit to the Company all Restricted Shares then
subject to the Forfeiture Restrictions, except to the extent that such
Forfeiture Restrictions lapse upon such termination in accordance with Section
2(b) hereof.  The prohibition against Transfer and the obligation to
forfeit and surrender Restricted Shares to the Company upon termination of
employment are herein referred to as the “Forfeiture
Restrictions.”  The Forfeiture Restrictions shall be binding upon and
enforceable against any transferee of Restricted Shares.  For purposes
of this Agreement, the following terms shall have the meanings indicated
below:

      


      (i) “Base
Salary” shall mean the regular base salary of Employee but excluding all
bonuses, expense reimbursements, benefits paid under any plan maintained by the
Company and all equity awards of any type.

      


      (ii) “Cause”
shall mean, and hence arise as a result of, as determined by the Committee in
its sole discretion, the Employee’s (A) refusal to implement or adhere to lawful
policies or lawful directives of the Board; (B) 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); (C)
misconduct or dishonesty directly related to the performance of the Employee’s
duties for the Company or gross negligence in the performance of the Employee’s
duties for the Company; (D) conviction (or entering into a plea bargain
admitting criminal guilt) in any criminal proceeding involving a felony or a
crime of moral turpitude; (E) drug or alcohol abuse; or (F) continued failure to
perform Employee’s duties which is not cured within 10 days after written notice
is provided to Employee by the Company.

      


      (iii) “Change
in Control” shall mean the occurrence of any of the following events: (A) a
merger of Dynegy with another entity, a consolidation involving Dynegy, or the
sale of all or substantially all of the assets or equity interests of Dynegy to
another entity if, in any such case, (I) the holders of equity securities of
Dynegy immediately prior to such event do not beneficially own immediately after
such event equity securities of the resulting entity entitled to fifty-one
percent (51%) or more of the votes then eligible to be cast in the election of
directors (or comparable governing body) of the resulting entity in
substantially the same proportions that they owned the equity securities of
Dynegy immediately prior to such event or (II) the persons who were members of
the Board immediately prior to such event do not constitute at least a majority
of the board of directors of the resulting entity immediately after such event;
(B) a circumstance where any person or entity, including a “group” as
contemplated by Section 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, (I) if Dynegy has not engaged in a merger or consolidation, Dynegy, or (II)
if Dynegy has engaged in a merger or consolidation, the resulting entity; or (C)
circumstances where, as a result of or in connection with, a contested election
of directors, the persons who were members of the Board immediately before such
election shall cease to constitute a majority of the Board.  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
substantially all of the subject assets or equity interests shall mean the
surviving entity (or acquiring entity in the case of an asset or equity interest
sale), unless the surviving entity (or acquiring entity in the case of an asset
sale) is a subsidiary of another entity and the holders of common stock of
Dynegy receive capital stock of such other entity in such transaction or event,
in which event the resulting entity shall be such other entity, and (2)
subsequent to the consummation of a merger or consolidation that does not
constitute a Change in Control, the term “Dynegy” shall refer to the resulting
entity and the term “Board” shall refer to the board of directors (or comparable
governing body) of the resulting entity.

      


      (iv) “Change
in Control Termination” shall mean Employee’s employment is terminated by the
Company (or a successor thereto) without Cause, or by Employee following: (A) a
significant diminution in Employee’s responsibilities, authority or duties; (B)
a material reduction in Employee’s Base Salary; or (C) relocation of Employee’s
position outside the Houston, Texas metropolitan area, all as determined by the
Committee in its sole discretion.

      


      (v) “Committee”
shall mean the committee that administers the Plan.

      


      (vi) “Involuntary
Termination” shall have the same meaning as specified in the Dynegy Inc.
Executive Severance Pay Plan (as amended and restated effective January 1,
2008).

      


      (b) Lapse of
Forfeiture Restrictions.  The Forfeiture Restrictions shall
lapse as to 100% of the Restricted Shares on the third anniversary of the Grant
Date, provided that the Employee has been continuously employed by the Company
from the date of this Agreement through such lapse
date.  Notwithstanding the foregoing:

      


      (i) if the
Employee is determined to be disabled (as defined in the Company’s long term
disability program or plan in which the Employee is a participant or, if the
Employee does not participate in any such plan, as defined in the Dynegy Inc.
Long Term Disability Plan, as amended, or the successor plan thereto) or in the
event of the death of the Employee, then the Forfeiture Restrictions shall lapse
with respect to 100% of the Restricted Shares awarded to the Employee hereunder
as of the date of such determination or death, as applicable; and

      


      (ii) if the
Employee’s employment with the Company is terminated for Cause or terminates due
to Employee’s voluntary resignation (other than a voluntary resignation as
provided in Sections 2(b)(iii) or (iv) below), then the Employee shall
immediately, for no consideration, forfeit to the Company all Restricted Shares
to the extent then subject to the Forfeiture Restrictions; and

      


      (iii) if the
Employee’s employment with the Company terminates by reason of Involuntary
Termination, then the Forfeiture Restrictions shall lapse with respect to 100%
of the Restricted Shares awarded to the Employee hereunder as of the date of
such employment termination; and

      


      (iv) if the
Employee’s employment with the Company terminates as a result of a Change in
Control Termination occurring within sixty (60) days before a Change in Control,
then the Forfeiture Restrictions shall lapse with respect to 100% of the
Restricted Shares awarded to the Employee hereunder as of the date of such
Change in Control; and

      


      (v) if the
Employee is employed by the Company (or a successor thereto) on the date of a
Change in Control, then the Forfeiture Restrictions shall lapse with respect to
100% of the Restricted Shares awarded to the Employee hereunder as of the date
of such Change in Control.

      


      Any
shares with respect to which the Forfeiture Restrictions do not lapse in
accordance with the preceding provisions of this Section 2(b) shall be forfeited
to the Company for no consideration as of the date of the termination of the
Employee’s employment with the Company.

      


      (c) Shareholder
Rights & Certificates.  The Employee shall have all of the
rights of a shareholder of the Company with respect to the Restricted Shares,
including, without limitation, voting rights and the right to receive dividends
(provided, however, that dividends paid in shares of the Company’s stock shall
be subject to the Forfeiture Restrictions), but the Employee may not Transfer
the Restricted Shares until the Forfeiture Restrictions have expired, and a
breach of the terms of this Agreement or the Plan shall cause a forfeiture of
the Restricted Shares.  Any certificate issued by the Company
evidencing the Restricted Shares shall bear appropriate legends in accordance
with Section 4 below and shall be delivered upon issuance to the Secretary of
the Company or to such other depository as may be designated by the Committee as
a depository for safekeeping until the forfeiture of such Restricted Shares
occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan
and this award. In the event a certificate evidencing the Employee’s Restricted
Shares is issued by the Company prior to the lapse of the Forfeiture
Restrictions, the Employee shall promptly deliver to the Company a stock power,
endorsed in blank, relating to the Restricted Shares.  Upon the lapse
of the Forfeiture Restrictions without forfeiture, the Company shall, promptly
following receipt of a written request from the Employee, cause a certificate or
certificates evidencing the shares of Common Stock awarded to the Employee
hereunder (and with respect to which the Forfeiture Restrictions have lapsed) to
be issued without legend (except for any legend required pursuant to applicable
securities laws or any other agreement to which the Employee is a party) in the
name of the Employee in exchange for the certificate, if any, evidencing the
Restricted Shares.

      


      (d) Corporate
Acts.  The existence of the Restricted Shares shall not affect
in any way the right or power of the Board of Directors of the Company or the
shareholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company’s capital
structure or its business, any merger or consolidation of the Company, any issue
of debt or equity securities, the dissolution or liquidation of the Company or
any sale, lease, exchange or other disposition of all or any part of its assets
or business or any other corporate act or proceeding.  The
prohibitions of Section 2(a) hereof shall not apply to the Transfer of
Restricted Shares pursuant to a plan of reorganization of the Company, but the
stock, securities or other property received in exchange therefore shall also
become subject to the Forfeiture Restrictions and provisions governing the
lapsing of such Forfeiture Restrictions applicable to the original Restricted
Shares for all purposes of this Agreement and the certificates, if any,
representing such stock, securities or other property shall be legended to show
such restrictions.

      


      3. Withholding
of Tax.  To the extent that the receipt of the Restricted
Shares or the lapse of any Forfeiture Restrictions results in compensation
income to the Employee for federal or state income tax purposes, the Employee
shall deliver to the Company at the time of such receipt or lapse, as the case
may be, such amount of money as the Company may require to meet its obligation
under applicable tax laws or regulations, and if the Employee fails to do so,
the Company is authorized to withhold from any cash or stock remuneration
(including withholding any Restricted Shares distributable to the Employee under
this Agreement) then or thereafter payable to the Employee any tax required to
be withheld by reason of such resulting compensation income.

      


      4. Status of
Stock.  The Employee agrees that the Restricted Shares issued
under this Agreement will not be sold or otherwise disposed of in any manner
which would constitute a violation of any applicable federal or state securities
laws.  The Employee also agrees that (a) in the event a certificate
representing the Restricted Shares is issued, such certificate may bear such
legend or legends as the Committee deems appropriate in order to reflect the
Forfeiture Restrictions and to assure compliance with applicable securities
laws, (b) the Company may refuse to register the Transfer of the Restricted
Shares on the stock transfer records of the Company if such proposed Transfer
would constitute a violation of the Forfeiture Restrictions or, in the opinion
of counsel satisfactory to the Company, of any applicable securities law, and
(c) the Company may give related instructions to its transfer agent, if any, to
stop registration of the Transfer of the Restricted Shares.

      


      5. Employment
Relationship.  For purposes of this Agreement, the Employee
shall be considered to be in the employment of the Company as long as the
Employee remains an employee of either the Company or an Affiliate (as such term
is defined in the Plan).  Nothing in the adoption of the Plan or the
award of the Restricted Shares thereunder pursuant to this Agreement shall
confer upon the Employee the right to continued employment by the Company or
affect in any way the right of the Company to terminate such employment at any
time.  Unless otherwise provided in a written employment agreement or
by applicable law, the Employee’s employment by the Company shall be on an
at-will basis, and the employment relationship may be terminated at any time by
either the Employee or the Company for any reason whatsoever, with or without
cause.  Any question as to whether and when there has been a
termination of such employment, and the cause of such termination, shall be
determined by the Committee, and its determination shall be final.

      


      6. Notices.  Any
notices or other communications provided for in this Agreement shall be
sufficient if in writing.  In the case of the Employee, such notices
or communications shall be effectively delivered when hand delivered to the
Employee at his or her principal place of employment or when sent by registered
or certified mail to the Employee at the last address the Employee has filed
with the Company.  In the case of the Company, such notices or
communications shall be effectively delivered when sent by registered or
certified mail to the Company at its principal executive offices.

      


      7. Entire
Agreement; Amendment.  This Agreement replaces and merges all
previous agreements and discussions relating to the same or similar subject
matters between the Employee and the Company and constitutes the entire
agreement between the Employee and the Company with respect to the subject
matter of this Agreement.  This Agreement may not be modified in any
respect by any verbal statement, representation or agreement made by any
employee, officer, or representative of the Company or by any written agreement
unless signed by an officer of the Company who is expressly authorized by the
Company to execute such document. In addition, if it is subsequently determined
by the Committee, in its sole discretion, that the terms and conditions of this
Agreement and/or the Plan are not compliant with Code Section 409A, or any
Treasury regulations or Internal Revenue Service guidance promulgated
thereunder, this Agreement and/or the Plan may be amended by the Company
accordingly.

      


      8. Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of any successors to the Company and all persons lawfully claiming under
the Employee.

      


      9. Miscellaneous.  In
the event of any conflict or inconsistency between the terms of this Agreement
and the terms of the Plan, the terms of the Plan shall be
controlling.  In the event of any conflict or inconsistency between
the terms hereof and the terms of the Dynegy Inc. Executive Severance Pay Plan,
including any amendments or supplements thereto, the terms hereof shall be
controlling.

      


      


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      IN WITNESS WHEREOF, the
Company has caused this Agreement to be duly executed by an officer thereunto
duly authorized, and the Employee has agreed to and accepted the terms of this
Agreement, all as of the date first above written.

      


      


      DYNEGY
INC.

      
      

       

      
        	By:  	    /s/ J. Kevin
      Blodgett
	Name:
     	    J. Kevin
      Blodgett
	Title:
     	    General Counsel
      & EVP, Administration
	 	 
	Accepted By:
       	    ______________________________    _________
	 	    Bruce A.
      Williamson             Date