Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


Between

Mirant Corporation

and

Robert M. Edgell


 


THIS AGREEMENT is made as
of January 3, 2006 between Mirant Corporation (the “Company”),
Mirant Services, LLC (“Services”) and Robert M. Edgell (“Executive”).


 


In consideration of the
mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


 


1.  Employment.  The Company and Services shall employ
Executive, and Executive hereby accepts employment with the Company and
Services, upon the terms and conditions set forth in this Agreement, for the period beginning on January 9, 2006
(the “Commencement Date”) and ending as provided in Section 4
hereof (the “Employment Period”).


 


2.  Position
and Duties.


 


(a)  During the
Employment Period, Executive shall serve as Mirant’s Executive Vice President
and US Region Head. During the Employment Period, Executive shall render such
administrative, financial and other executive and managerial services to the
Company and its affiliates (the “Company Group”) as are consistent with
Executive’s position and the by-laws of the Company and as
the Chief Executive Officer (“CEO”) may from time to time reasonably
direct. 
Executive shall also serve for no additional compensation or
remuneration as an officer or director of such subsidiaries of the Company as
may from time to time be designated by the Board.


 


(b)  During the
Employment Period, Executive shall report to the Chief Executive Officer and
shall devote his best efforts and his full business time and attention (except
for permitted vacation periods and reasonable periods of illness or other
incapacity) to the business and affairs of the Company.  Executive shall perform his duties,
responsibilities and functions to the Company hereunder to the best of his
abilities in a diligent, trustworthy, professional and efficient manner and
shall comply with the Company’s policies and procedures in all material
respects.  In performing his duties and
exercising his authority under this Agreement, Executive shall support and
implement the business and strategic plans approved from time to time by the
Board and shall support and cooperate with the Company’s efforts to operate
profitably and in conformity with the business and strategic plans approved by
the Board.  During the Employment Period,
Executive shall not serve as an officer or director of, or otherwise perform
services for compensation for, any other entity without the prior written consent
of the Board which shall not be unreasonably withheld;
provided, however, that the Board hereby consents to Executive’s
service on and after the Commencement Date as a director of each of the


 





















 


corporations listed on Exhibit A. 
Executive may serve as an officer or director of or otherwise
participate in purely educational, welfare, social, religious and civic
organizations so long as such activities do not materially
interfere with Executive’s regular performance of duties and responsibilities
hereunder.  Nothing contained herein
shall preclude Executive from (i) engaging in charitable and community
activities, (ii) participating in industry and trade organization
activities, (iii) managing his and his family’s personal investments and
affairs, and (iv) delivering lectures, fulfilling speaking engagements or
teaching at educational institutions, provided that such activities do not materially
interfere with the regular performance of his duties and
responsibilities under this Agreement.


 


3.  Compensation
and Benefits.


 


(a)                                  The
Company shall pay Executive an annual salary (the “Base Salary”) at the
rate of $500,000.00 in regular installments in accordance with the Company’s
ordinary payroll practices (in effect from time to time), but in any event no less
frequently than monthly.


 


(a)                                  Bonuses
and Incentive Compensation.


 


(i)                                     Annual Bonus.  For each fiscal year during the Employment
Period, Executive will be eligible to earn an annual bonus based on achievement
of performance criteria that are applicable to members of the Company’s Executive
Committee established by the Board as soon as administratively practicable
following the beginning of each such fiscal year (the “Annual Bonus”).  The target amount (the “Target Bonus”) of Executive’s Annual Bonus shall
equal 65% of Executive’s Base Salary (at the annual rate in effect at the start
of the fiscal year), with a maximum Annual Bonus in an amount equal to 130% of
Executive’s Base Salary (at the annual rate in effect at the start of the
fiscal year).  The Company shall pay the
Annual Bonus for each fiscal year in a single cash lump sum after the end of
the Company’s fiscal year in accordance with procedures established by the
Board, but in no event later than two and a half months following the end of
such fiscal year.


 


(ii)                                  Emergence Equity Grant.  The Company shall grant Executive a
combination of restricted stock units (“Restricted Stock Units”) that are to be settled in common
stock of the Company (“Common Stock”) and options to purchase Common
Stock (“Stock Options”) with an aggregate economic value of $3.8 million
(such grant of Restricted Stock Units and Stock Options are together
referred to as the “Executive LTIP”). 
The $3.8 million aggregate economic value of the Restricted Stock Units and
Stock Options to be awarded under the Executive LTIP shall be determined in the
good faith judgment of the Compensation Committee of the Board taking into
account the requirements set forth in (A) and (B) below.


 


(A)                              Ten
days following the Company’s emergence from bankruptcy protection (the “Emergence
Date”) under Chapter 11 of Title 11 of the United States Code, Executive
shall be awarded Restricted Stock Units and
Stock Options with an aggregate value of $1.9 million, with one-third of
such value to consist of Restricted Stock Units.  The exact number of Restricted Stock Units
to be


 


2





















 


awarded ten
days following the Emergence Date shall be determined solely based on the
average of the daily closing price of a share of Common Stock on The New York
Stock Exchange or, if the Common Stock is not traded on The New York Stock
Exchange, the average of the midpoint of the daily bid and ask price of a share
of Common Stock on the OTC Bulletin Board, from the Emergence Date to the date
of grant of such Restricted Stock Units,
without any discount based on vesting requirements or lack of
transferability.  The Stock Options
granted ten days following the Emergence Date shall have an exercise price per
share equal to the closing price of a share of Common Stock on The New York
Stock Exchange or, if the Common Stock is not traded on The New York Stock
Exchange, the midpoint of the bid and ask price of a share of Common Stock on
the OTC Bulletin Board, on the date of grant of such Stock Options.  Such Stock Options shall have a ten-year
term.  The exact number of Stock Options
granted ten days following the Emergence Date shall be determined based upon a Black-Scholes
or other valuation model, using reasonable assumptions as determined in good
faith by the Compensation Committee of the Board.


 


(B)                                Forty
five days after the Emergence Date, Executive shall be awarded Restricted Stock
Units and
Stock Options with an aggregate value of $1.9 million, with one-third of such
value to consist of Restricted Stock Units.  The exact number of Restricted Stock Units
to be awarded 45 days after the Emergence Date shall be determined solely based
on the average of the daily closing price of a share of Common Stock on The New
York Stock Exchange or, if the Common Stock is not traded on The New York Stock
Exchange, the average of the midpoint of the daily bid and ask price of a share
of Common Stock on the OTC Bulletin Board, from the Emergence Date to the date
of grant of such Restricted Stock Units,
without any discount based on vesting requirements or lack of
transferability.  The Stock Options
granted 45 days after the Emergence Date shall have an exercise price equal to
the closing price of a share of Common Stock on The New York Stock Exchange or,
if the Common Stock is not traded on The New York Stock Exchange, the midpoint
of the bid and ask price of a share of Common Stock on the OTC Bulletin Board,
on the date of grant of such Stock Options. 
Such Stock Options shall have a ten-year term.  The exact number of Stock Options granted 45
days after the Emergence Date shall be determined based upon a Black-Scholes or
other valuation model, using reasonable assumptions as determined in good faith
by the Compensation Committee of the Board.


 


3





















 


The terms and conditions
of the Executive LTIP shall be governed by and subject to the award agreements
to be entered into between Executive and the Company, substantially in the
forms of Exhibits B and C respectively (the “LTIP Award Agreements”).  The Restricted Stock Units and Options
granted pursuant to the Executive LTIP shall, subject to the treatment of the
Executive LTIP upon termination of Executive’s employment as provided in the
LTIP Award Agreement, vest over a period of three years, with 25% to vest six
months after the Emergence Date, 25% to vest one year after the Emergence Date,
25% to vest two years after the Emergence Date and 25% to vest three years
after the Emergence Date.


 


(iii)                               Annual Equity Grant.  Beginning with fiscal year 2007 and for each
fiscal year thereafter during the Employment Period, Executive shall be
eligible to receive additional equity-based compensation under the long term
incentive plan of the Company in effect at the time of such award, the amount,
terms and conditions of such award to be set by the Board at the time of
grant.  Such awards shall otherwise be
governed by the terms and conditions set forth in the long term incentive plan
of the Company as may be in effect at the time of such award and the
corresponding award agreement and shall be made at such time as grants are made
to other senior executives of the Company.


 


(b)                                 During
the Employment Period, the Company shall reimburse Executive for all reasonable
business expenses incurred by him in the course of performing his duties and
responsibilities under this Agreement in accordance with the Company’s policies
in effect from time to time with respect to travel, entertainment and other
business expenses for senior executives.


 


(c)                                  Executive
shall also be entitled to the following benefits during the Employment Period,
unless otherwise modified by the Board:


 


(i)                                     participation in the Company’s
retirement plans, health and welfare plans, disability insurance plans and
other benefit plans of the Company as in effect from time to time, under the
terms of such plans and to the same extent and under the same conditions such
participation and coverages are provided generally to other senior executives of the Company;


 


(ii)                                  reimbursement for the reasonable
cost of temporary living accommodations for Executive and his spouse in
Atlanta, Georgia for up to six months and
relocation expenses reimbursed in accordance with the Company’s then existing
Relocation Policy for senior executives;


 


(iii)                               coverage for services rendered to the Company, its subsidiaries and
affiliates while
Executive is a director or officer of the Company, or of any of its subsidiaries or affiliates, under any director and officer
liability insurance policy(ies)
maintained by the Company from time to time; and


 


(iv)                              four weeks of vacation per year.


 


4.  Termination.  The Employment Period shall end on the third
anniversary of the Commencement Date; provided, however, that the Employment
Period shall be automatically


 


4





















 


renewed for successive one-year
terms thereafter on the same terms and conditions set forth herein unless
either party provides the other party with notice that it has elected not to
renew the Employment Period at least 90 days prior to the end of the initial
Employment Period or any subsequent extension thereof.  Notwithstanding the foregoing, (i) the
Employment Period shall terminate immediately upon Executive’s resignation
(with or without Good Reason, as defined herein), death or Disability (as
defined herein) and (ii) the Employment Period may be terminated by the
Company at any time prior to such date for Cause (as defined herein) or without
Cause.  Except as otherwise provided
herein, any termination of the Employment Period by the Company shall be
effective as specified in a written notice from the Company to Executive, but
in no event more than 90 days from the date of such notice.  The termination of the Employment Period
shall not affect the respective rights and obligations of the parties which,
pursuant to the terms of this Agreement, apply following the date of Executive’s
termination of employment with the Company.


 


5.  Severance.


 


(a)  Termination
Without Cause, Non-Renewal or for Good Reason.  In the event of Executive’s termination of
employment with the Company (1) by the Company without Cause (as defined
herein), (2) by reason of the failure of the Company to offer to renew the
Agreement on terms that are based on competitive practices for companies of
comparable size and standing in the same industry, or (3) by Executive for Good
Reason (as defined herein), subject to execution of a Release substantially in
the form attached as Exhibit D, Executive shall be entitled to the benefits set
forth below in this Section 5(a).


 


(i)                                     The Company shall pay Executive
an amount equal to 1.5 times Executive’s Base Salary plus 1.5 times Executive’s
Target Bonus (as in effect on the date of Executive’s termination).  The severance amount described in the previous
sentence shall be paid over a period of two years from the date of termination
in accordance with the payroll practices of the Company (in effect from time to
time); provided, however, that, in the event that Executive is
considered a “Specified Employee” as defined in Section 409A of the
Internal Revenue Code of 1986, as amended (the “JOBS Act”), and payments under this Section 5(a) are considered “deferred compensation” under the JOBS Act,
the first payment shall be delayed for six months, in which event Executive
shall receive a lump sum payment equal to one
times his Base Salary six months after the date his employment terminates (plus
interest on such payment of one times Base Salary at a floating rate equal to
LIBOR, from the date of termination of Executive’s employment to the date that
is six months after termination of Executive’s employment), and the remainder
of such severance amount shall be paid in equal installments over a period of
18 months thereafter in accordance with the ordinary payroll practices of
the Company (in effect from time to time).


 


(ii)                                  The Executive LTIP shall be
governed by the terms of the applicable LTIP Award Agreements.


 


(iii)                               The Company shall pay Executive
the amounts described in Section 5(d) within 14 days of the date of termination.


 


5





















 


(iv)                              During the period of 24 months following Executive’s
termination of employment in accordance with Section 5(a), the Company
shall provide to Executive continued coverage under the retirement, life
insurance, long-term disability, medical, dental and other group health
benefits and plans in effect for senior executives of the Company, as in effect
on the date of Executive’s termination of employment (or substantially
comparable coverage) for Executive and, where applicable, Executive’s spouse,
dependents and beneficiaries, at the same contribution or premium rate as may
be charged from time to time to senior executives of the Company generally, as
if Executive had continued in employment during such period.  As an alternative, the Company may elect to
pay Executive cash in lieu of such contributions or coverage in an amount equal
to Executive’s after-tax cost of receiving such contributions or continuing
such coverage, where such contributions or coverage may not be continued (or
where such continuation would adversely affect the tax status of the plan
pursuant to which the contribution or coverage is provided).  The COBRA health care continuation coverage
period under Section 4980B of the Internal Revenue Code of 1986, as
amended, (the “Code”), or any replacement or successor provision of United States tax law,
shall commence immediately after the 24 month period.


 


(v)                                 The Company shall provide a release substantially in the
form attached hereto as Exhibit G. 
If the Company does not provide the release required pursuant to this
subsection (v), the Release by the Executive shall be null, void and
without effect, and Executive shall still receive all of the payments and
benefits described in subsections (i) through (iv) above.


 


(b)  Termination
for Cause or Voluntary Resignation. 
In the event that Executive’s employment with the Company is terminated (i) by
the Board for Cause or (ii) by Executive’s resignation from the Company
for any reason other than Good Reason or Disability (as defined herein),
subject to applicable law, the Company agrees to the following:


 


(i)                                     The Executive LTIP shall be
governed by the terms of the applicable LTIP Award Agreements.


 


(ii)                                  The Company shall pay Executive
the amounts described in Section 5(d) within 14 days of the date of termination.


 


For purposes of this
Agreement, Executive’s retirement shall be considered Executive’s resignation
from the Company without Good Reason.


 


(c)  Death or
Disability.  In the event that
Executive’s employment with the Company is terminated as a result of Executive’s
death or Disability, the Company agrees to the following:


 


(i)                                     The Company shall pay Executive
(or his estate or legal representative, if applicable) in a lump sum payment an
amount equal to his target Annual Bonus for the year of termination prorated
for the number of days during such year that Executive was employed by the
Company; provided, however, that, in the event that Executive is
considered a “Specified Employee” as defined in the JOBS Act and


 


6





















 


payments under this Section 5(c) are considered “deferred compensation” under the JOBS Act,
such payment shall be delayed for six months,
and Executive shall receive interest on such payment at a floating rate equal
to LIBOR, from the date of termination of Executive’s employment to the date
that is six months after termination of Executive’s employment.


 


(ii)                                  The Executive LTIP shall be
governed by the terms of the applicable LTIP Award Agreements.


 


(iii)                               The Company shall pay Executive
the amounts described in Section 5(d) within 14 days of the date of termination.


 


(d)  In the case
of any termination of Executive’s employment with the Company, Executive or his
estate or legal representative shall be entitled to receive, to the extent
permitted by applicable law, from the Company (i) Executive’s Base Salary
through the date of termination to the extent not previously paid, (ii) to
the extent not previously paid, the amount of any bonus, incentive
compensation, and other compensation earned or accrued by Executive as of the
date of termination under any compensation and benefit plans, programs or
arrangements maintained in force by the Company (for this purpose, Executive’s
Annual Bonus, if any, for any fiscal year of the Company ended prior to the year of
termination that is then unpaid, and in the case of a termination under Section 5(a) or
(c) a pro-rata portion of the Target Bonus for the
fiscal year in which the date of termination occurs based on the number of days
in that fiscal year during which Executive was employed, shall be deemed to be
earned), (iii) any vacation pay, expense
reimbursements and other cash entitlements accrued by Executive, in accordance with
Company policy for senior executives,
as of the date of termination to the extent not previously paid, (iv) any
Restricted Stock Units, Stock Options
and other equity awards outstanding under any Company long term incentive plans
or arrangements (other than the Executive LTIP), in accordance with the terms
of the plans or arrangements under which such awards were created or
maintained, and (v) all benefits accrued by Executive under all benefit
plans and qualified and nonqualified retirement, pension, 401(k) and similar
plans and arrangements of the Company, in such manner and at such times as are
provided under the terms of such plans and arrangements.


 


(e)  Termination
Without Cause, Non-Renewal or for Good Reason Following a Change of Control.  In the event of Executive’s termination of
employment with the Company (1) by the Company without Cause, (2) as a result
of the failure of the Company to offer to renew the Agreement on terms that are
consistent with competitive practices for companies of comparable size and
standing in the same industry, or (3) by Executive for Good Reason, in any
case, during the period beginning six months before and ending two years
following a Change of Control (as defined herein) of the Company, subject to
execution of a Release substantially in the form attached as Exhibit D,
Executive shall be entitled to the benefits set forth below in this Section
5(e).


 


(i)                                     The Company shall pay Executive
the payments set forth in Section 5(a)(i), except the applicable multiplier shall be 3; provided, however, that in determining the amount of payment due under Section 5(a)(i),
Executive’s actual Annual Bonus for the year preceding the Change of Control
shall be used, if higher than his Target Bonus; and provided, further, that payment shall be made in a lump sum on the


 


7





















 


later of the date
of the Change of Control or 10 business days after Executive’s termination
of employment; provided, however, that, in the event Executive is considered a “Specified Employee” as
defined in the JOBS Act, and payments under this Section 5(e) are
considered “deferred compensation” under the JOBS Act, the payment shall be
delayed for six months from the date of Executive’s termination of employment
and Executive shall receive interest at a floating rate equal to LIBOR from the
date of termination of Executive’s employment to the date that is six months
after termination of Executive’s employment.


 


(ii)                                  The Company shall provide the
benefits set forth in Section 5(a)(iv) except the applicable period
shall be 36 months.


 


(iii)                               The Executive LTIP shall fully
vest, to the extent not already vested, and otherwise be governed by the terms
of the applicable LTIP Award Agreements.


 


(iv)                              The Company shall pay Executive
the amounts described in Section 5(d).


 


(v)                                 The Company shall provide a release substantially in the
form attached hereto as Exhibit G. 
If the Company does not provide the release required pursuant to this
subsection (v), the Release by the Executive shall be null, void and
without effect, and Executive shall still receive all of the payments and
benefits described in subsections (i) through (iv) above.


 


(f)  Excess
Parachute Payments.


 


(i)                                     In the event any payment granted
to Executive pursuant to the terms of this Agreement or otherwise (a “Payment”)
is determined to be subject to any excise tax (“Excise Tax”) imposed by Section 4999
of the Code (or any successor to such Section), the Company shall pay to
Executive, prior to the time any Excise Tax is payable with respect to such
Payment (through withholding or otherwise), an additional amount (a “Gross-Up
Payment”) which, after the imposition of all income, employment, excise and
other taxes, penalties and interest thereon, is equal to the sum of (A) the
Excise Tax on such Payment plus (B) any penalty and interest assessments
associated with such Excise Tax; provided, however, that the amount of the
Gross Up Payment shall not exceed $2 million.


 


(ii)                                  The determinations to be made
with respect to this Section 5(f) shall be made by a certified public
accounting firm designated by the Company and reasonably acceptable to
Executive and Executive may rely on such determination in making payments to
the Internal Revenue Service.


 


(g)  No Other
Payments.  Except as provided in
Sections 5(a), (b), (c), (d), (e) and (f) above, all of
Executive’s rights to salary, bonuses, employee benefits and other compensation
hereunder which would have accrued or become payable after the termination or
expiration of the Employment Period shall cease upon such termination or
expiration, other than those expressly required under applicable law (such as
COBRA).


 


8





















 


(h)  No
Mitigation, No Offset.  In the event
of Executive’s termination of employment for whatever reason, Executive shall
be under no obligation to seek other employment, and there shall be no offset
against amounts due him under this Agreement or otherwise on account of any
remuneration attributable to any subsequent employment or claims asserted by
the Company or any affiliate, provided that this provision shall not apply with
respect to any amounts that Executive owes to the Company or any member of the
Company Group on account of any loan, advance or other payment, in respect of
any of which Executive is obligated to make repayment to the Company or any
member of the Company Group.


 


(i)  Definitions.  For purposes of this Agreement, the following
terms shall have the following meanings:


 


“Cause” shall mean one or more of the
following:


 


(A)                              the
conviction of, or an agreement to a plea of nolo contendere
to, a crime involving moral turpitude or any felony;


 


(B)                                Executive’s
willful refusal substantially to perform duties as reasonably directed by the
CEO under this or any other agreement;


 


(C)                                in
carrying out his duties, Executive engages in conduct that constitutes fraud,
willful neglect or willful misconduct which, in either case, would result in
demonstrable harm to the business, operations, prospects or reputation of the
Company;


 


(D)                               a material violation
of the requirements of the Sarbanes-Oxley Act of 2002 (“SOX”) or other
federal or state securities law, rule or regulation; or


 


(E)                                 any
other material breach of this Agreement.


 


For purpose of this
Agreement, the Company is not entitled to assert that Executive’s termination
is for Cause unless the Company gives Executive written notice describing the
facts which are the basis for such termination and such grounds for termination
(if susceptible to correction) are not corrected by Executive within 30 days
of Executive’s receipt of such notice to the reasonable, good faith
satisfaction of the CEO.


 


“Change of Control” shall mean the first to
occur of any of the following events:


 


(A)                              any “person”
(as that term is used in Sections 13 and 14(d)(2) of the Securities
Exchange Act of 1934 (“Exchange Act”)) becomes the beneficial owner (as
that term is used in Section 13(d) of the Exchange Act), directly or
indirectly, of fifty percent (50%) or more of the Company’s
capital stock entitled to vote in the election of directors;


 


9





















 


(B)                                persons
who on the day following the Emergence Date constitute the Board (the “Emergence
Directors”) cease for any reason, including, without limitation, as a
result of a tender offer, proxy contest, merger or similar transaction, to
constitute at least a majority thereof, provided, however, that any person who
becomes a director of the Company subsequent to the Emergence Date shall be
considered an Emergence Director if such person’s election or nomination for
election was approved by a vote of at least two-thirds (2/3) of the Emergence
Directors; but provided  further that any such person whose
initial assumption of office is in connection with an actual or threatened
election contest relating to the election of members of the Board or other
actual or threatened solicitation of proxies or consents by or on behalf of a
person other than the Board, including by reason of agreement intended to avoid
or settle any such actual or threatened contest or solicitation, shall not be
considered an Emergence Director;


 


(C)                                consummation
of a reorganization, merger, consolidation, sale or other disposition of all or
substantially all of the assets of the Company (a “Business Combination”),
in each case, unless, following such Business Combination, all or substantially
all of the individuals and entities who were the beneficial owners of
outstanding voting securities of the Company immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of the
combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the company
resulting from such Business Combination (including, without limitation, a
company which, as a result of such transaction, owns the Company or all or
substantially all of the Company’s assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the outstanding voting
securities of the Company; and


 


(D)                               the
shareholders of the Company approve any plan or proposal for the liquidation or
dissolution of the Company.


 


Notwithstanding the foregoing,
in no event shall the confirmation of the plan of reorganization confirmed
under 11 U.S.C. § 1129 (the “Plan of Reorganization”), the
implementation of the transactions contemplated by the Plan of Reorganization
on or after the Emergence Date or the effectuation of the corporate governance
provisions set forth therein, including the implementation of the Board of
Directors as specified therein, be considered a Change of Control.


 


“Disability”
shall mean Executive’s (i) being unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental


 


10





















 


impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months or (ii) by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than 12 months,
receiving income replacement benefits for a period of not less than three
months under an accident and health plan covering employees of the Company.


 


“Good
Reason” shall mean Executive’s resignation from employment with the Company
prior to the end of the Employment Period as a result of one or more of the
following reasons:


 


(A)                              the
Company reduces the amount of Executive’s then current Base Salary or the
target for his Annual Bonus (it being understood that Executive shall not have
a basis to resign for Good Reason if no bonus is paid, or the amount of the
bonus is reduced as a result of the failure of Executive or the Company to
achieve applicable performance targets for such bonus);


 


(B)                                a
material diminution in Executive’s title, authority, duties or responsibilities
or the assignment of duties to Executive which are materially inconsistent with
his position; provided, however, that, following a Change of
Control, any diminution of Executive’s title, duties or responsibilities shall
constitute Good Reason;


 


(C)                                the
failure of the Company to obtain in writing the obligation to perform this
Agreement by any successor to the Company or a purchaser of all or
substantially all of the assets of the Company within 15 days after a merger,
consolidation, sale or similar transaction;


 


(D)                               the
failure of the Company to grant Executive the Executive LTIP within 60 days
after the Effective Date; or


 


(E)                                 following a Change
in Control, the requirement that Executive move his principal place of business
by more than 50 miles from that previously the case without his consent.


 


Notwithstanding the
foregoing, Executive agrees that he shall not be entitled to terminate his
employment for Good Reason in the event he is subject to any unintended or
adverse tax consequences under the JOBS Act, the Company amends this Agreement
or the terms of any employee benefit plan, program arrangement or agreement to
avoid such adverse tax consequences or he is required to forfeit incentive or
other compensation pursuant to Section 304 of SOX.  For purposes of this Agreement, Executive is
not entitled to assert that his termination is for Good Reason unless Executive
gives the CEO written notice describing the event or events which are the basis
for such termination within ninety (90) days after the event or events occur
and such grounds for termination (if susceptible to correction) are not
corrected by


 


11





















 


the Company within
30
days of the Company’s receipt of such notice to the reasonable, good faith
satisfaction of Executive.


 


6.  Indemnification.


 


(a)                                  The
Company agrees that (i) if Executive is made a party, or is threatened to
be made a party, to any threatened or actual action, suit or proceeding,
whether civil, criminal, administrative, investigative, appellate or other
(each, a “Proceeding”) by reason of the fact that he is or was a
director, officer, employee, agent, manager, or representative of the Company
or is or was serving at the request of the Company as a director, officer,
member, employee, agent, manager, or representative of any member of the
Company Group or (ii) if any claim, demand, request, investigation,
dispute, controversy, threat, discovery request or request for testimony or
information (each, a “Claim”) is made, or threatened to be made, that
arises out of or relates to Executive’s service in any of the foregoing
capacities, then Executive shall be indemnified and held harmless by the
Company to the fullest extent legally permitted or authorized by the Company’s
certificate of incorporation, by-laws, Board resolutions or, if greater, by
applicable law, against any and all costs,
expenses, liabilities and losses (including, without limitation, attorney’s
fees, judgments, interest, expenses of investigation, penalties, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
incurred or suffered by Executive in connection therewith, and such
indemnification shall continue as to Executive even if he has ceased to be a
director, member, employee, agent, manager, or representative of the Company or
any member of the Company Group and shall inure to the benefit of Executive’s
heirs, executors and administrators.  To
the extent permitted by applicable law, the Company shall advance to Executive
all costs and expenses incurred by him in connection with any such Proceeding
or Claim within 15 days after receiving written notice requesting such an
advance.  Such notice shall include, to
the extent required by applicable law, an undertaking by Executive to repay the
amount advanced if he is ultimately determined not to be entitled to
indemnification against such costs and expenses.


 


(b)                                 Neither
the failure of the Company (including the Board, independent legal counsel or
stockholders) to have made a determination in connection with any request for
indemnification or advancement under Section 6(a) that Executive has
satisfied any applicable standard of conduct nor a determination by the Company
(including the Board, independent legal counsel or stockholders) that Executive
has not met any applicable standard of conduct shall create a presumption that
Executive has or has not met an applicable standard of conduct.


 


(c)                                  The
Company agrees to use reasonable commercial efforts to maintain director’s and
officer’s liability insurance covering the Executive for services rendered to
the Company, its subsidiaries and affiliates while Executive is a director or
officer of the Company or any of its subsidiaries or affiliates.


 


7.  Confidential
Information.  Executive agrees to
enter into the Confidentiality Agreement attached as Exhibit E
simultaneously with the execution of this Agreement.


 


8.  Intellectual
Property, Inventions and Patents. 
Executive agrees to enter into the Intellectual Property Agreement
attached as Exhibit F simultaneously with the execution of this
Agreement.


 


12





















 


9.  Non-Compete,
Non-Solicitation.


 


(a)  In further
consideration of the compensation to be paid to Executive hereunder, Executive
acknowledges that during the course of his employment with the Company, he
shall become familiar with the Company Group’s trade secrets and with other
confidential information concerning the Company Group and that his services
shall be of special, unique and extraordinary value to the Company Group, and,
therefore, Executive agrees that, during the Employment Period and for one (1) year
thereafter (the “Noncompete Period”), he shall not directly or
indirectly own any interest in, manage, control, be employed in an executive,
managerial or administrative capacity by, or otherwise render executive,
managerial or administrative services to, any company engaged in the business
of owning and operating power generation facilities or energy trading and
marketing operations which competes with the businesses of the Company on the
date of the termination or expiration of the Employment Period, within any
geographical area in which the Company engages in such businesses.  Nothing herein shall prohibit Executive from
being a passive owner of not more than 2% of the outstanding stock of any class
of a corporation which is publicly traded, so long as Executive has no active
participation in the business of such corporation.


 


(b)  During the
Noncompete Period, Executive shall not directly or indirectly through another
person or entity (i) induce or attempt to induce any employee of the
Company to leave the employ of the Company, or in any way interfere with the
relationship between the Company and any employee thereof; (ii) hire any
person who was a managerial or higher level employee
of the Company during the last six months of the Employment Period; or (iii) induce
or attempt to induce any customer, supplier, licensee, licensor, franchisee or
other business relation of the Company to cease doing business with the
Company, or in any way interfere with the relationship between any such
customer, supplier, licensee or business relation of the Company (including,
without limitation, making any negative or disparaging statements or
communications regarding the Company.  The
Company covenants that it will not, and it will advise members of senior
management of the Company and the Board not to, make any negative or
disparaging statements or communications regarding Executive.


 


(c)  If, at the
time of enforcement of this Section 9, a court shall hold that the
duration, scope or area restrictions stated herein are unreasonable under
circumstances then existing, the parties agree that the maximum duration, scope
or area reasonable under such circumstances shall be substituted for the stated
duration, scope or area and that the court shall be allowed to revise the
restrictions contained herein to cover the maximum period, scope and area
permitted by law.  Executive acknowledges
that the restrictions contained in this Section 9 are reasonable and that
he has reviewed the provisions of this Agreement with his legal counsel.


 


(d)  Executive
acknowledges that in the event of the breach or a threatened breach by
Executive of any of the provisions of this Section 9, the Company would
suffer irreparable harm, and, in addition and supplementary to other rights and
remedies existing in its favor, the Company shall be entitled to specific
performance and/or injunctive or other equitable relief from a court of
competent jurisdiction in order to enforce or prevent any violations of the
provisions hereof (without posting a bond or other security).  In addition, in the event of a breach or
violation by Executive of Section 9(a), the Noncompete Period shall be
automatically


 


13





















 


extended by the amount of time between the initial occurrence of the
breach or violation and when such breach or violation has been duly cured.


 


10.  Executive’s
Representations.  Executive hereby
represents and warrants to the Company that (i) the execution, delivery
and performance of this Agreement by Executive do not and shall not conflict
with, breach, violate or cause a default under, any contract, agreement,
instrument, order, judgment or decree to which Executive is a party or by which
he is bound which has not been waived; (ii) Executive is not a party to or
bound by any employment agreement, noncompete agreement or confidentiality
agreement with any other person or entity which has not been waived; (iii) Executive
has consulted with the Executive Vice President and General Counsel and does
not have any financial involvement with or financial interest in any of the
Company’s suppliers, vendors, customers, partners, subcontractors or
competitors that would be considered a conflict of interest under the Company’s
Global Compliance Policy relating to Conflicts of Interest and (iv) on the
Commencement Date, this Agreement shall be the valid and binding obligation of
Executive, enforceable in accordance with its terms.  Executive hereby acknowledges and represents
that he has consulted with independent legal counsel regarding his rights and
obligations under this Agreement and that he fully understands the terms and
conditions contained herein.


 


11.  Notices.  All notices or communications hereunder shall
be in writing, addressed as follows:


 


To the Company:


 


Mirant Corporation


Chief Executive
Officer


1155 Perimeter
Center West


Atlanta, GA 30338-5416


 


with a copy to:                                                                 Legal
Department


Mirant Services,
LLC


1155 Perimeter
Center West


Atlanta, GA 30338-5416


Fax: 678-579-5589


 


To Executive:


 


To the address on
file with Company


 


All such notices shall be
conclusively deemed to be received and shall be effective (i) if sent by
hand delivery, upon receipt or (ii) if sent by electronic mail or facsimile,
upon confirmation of receipt by the sender of such transmission.


 


12.  Severability.  In the event any provision or part of this
Agreement is found to be invalid or unenforceable, only that particular
provision or part so found, and not the entire Agreement, will be inoperative.


 


14





















 


13.  Complete
Agreement.  This Agreement, the LTIP
Award Agreements and those documents expressly referred to herein embody the
complete agreement and understanding among the parties and supersede and
preempt any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof
in any way.


 


14.  No
Strict Construction.  The language
used in this Agreement shall be deemed to be the language chosen by the parties
hereto to express their mutual intent, and no rule of strict construction
shall be applied against any party.


 


15.  Counterparts.  This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.


 


16.  Successors
and Assigns.  This Agreement shall be
binding upon and inure to the benefit of the beneficiaries, heirs and
representatives of Executive and the successors and assigns of the
Company.  The Company shall require any
successor (whether direct or indirect, by purchase, merger, reorganization,
consolidation, acquisition of property or stock, liquidation, or otherwise) to
all or a majority of its assets, by agreement in form and substance
satisfactory to Executive, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform this Agreement if no such succession had taken place.  Executive may not assign his rights (except
by will or the laws of descent and distribution) or delegate his duties or
obligations hereunder.  Except as provided
by this Section 16, this Agreement is not assignable by any party and no
payment to be made hereunder shall be subject to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance or other charge.


 


17.  Choice
of Law.  All issues and questions
concerning the construction, validity, enforcement and interpretation of this
Agreement and the exhibits and schedules hereto shall be governed by, and
construed in accordance with, the laws of the State of Georgia.


 


18.  Amendment
and Waiver.  The provisions of this
Agreement may be amended, modified or waived only with the prior written
consent of the Company and Executive, and no course of conduct or course of
dealing or failure or delay by any party hereto in enforcing or exercising any
of the provisions of this Agreement (including, without limitation, the Company’s
right to terminate the Employment Period for Cause) shall affect the validity,
binding effect or enforceability of this Agreement or be deemed to be an
implied waiver of any provision of this Agreement.


 


19.  JOBS Act
Compliance.  If any provision of this
Agreement would result in unintended or adverse tax consequences to Executive
or the Company or would, in the judgment of the Board, contravene the final
regulations anticipated to be promulgated under the JOBS Act or other
Department of Treasury guidance, the Company may reform this Agreement or any
provisions hereof to maintain to the maximum extent practicable the original
purpose of the provision without violating the provisions of the JOBS Act.


 


15





















 


20.  Insurance.  The Company may, at its discretion, apply for
and procure in its own name and for its own benefit life and/or disability
insurance on Executive in any amount or amounts considered advisable.  Executive agrees to cooperate in any medical
or other examination, supply any information and execute and deliver any
applications or other instruments in writing as may be reasonably necessary to
obtain and constitute such insurance. 
Executive hereby represents that he has no reason to believe that his
life is not insurable at rates now prevailing for healthy men of his age.


 


21.  Withholding.  Any payments made or benefits provided to
Executive under this Agreement shall be reduced by any applicable withholding
taxes or other amounts required to be withheld by law or contract.


 


22.  Arbitration.  Any dispute or controversy arising under or
in connection with this Agreement or otherwise in connection with the Executive’s
employment by the Company that cannot be mutually resolved by the parties to
this Agreement and their respective advisors and representatives shall be
settled exclusively by arbitration in Atlanta, Georgia in accordance with the rules of
the American Arbitration Association before one arbitrator of exemplary
qualifications and stature, who shall be selected jointly by an individual to
be designated by the Company and an individual to be selected by Executive, or
if such two individuals cannot agree on the selection of the arbitrator, who
shall be selected by the American Arbitration Association.  The
Company shall reimburse Executive’s reasonable legal fees if he prevails on a
material issue in an arbitration.


 


23.  Corporate
Opportunity.  During the Employment
Period, Executive shall submit to the Board all business, commercial and
investment opportunities or offers presented to Executive that relate to the
business of power companies (“Corporate Opportunities”), if Executive
wishes to accept or pursue, directly or indirectly, such Corporate
Opportunities on Executive’s own behalf. 
This Section 23 shall not apply to purchases of publicly traded
stock by Executive.


 


24.  Executive’s Cooperation.  During the Employment Period and thereafter,
Executive shall cooperate with the Company and its affiliates, upon the Company’s
reasonable request, with respect to any internal investigation or
administrative, regulatory or judicial proceeding involving matters within the
scope of Executive’s duties and responsibilities to the Company Group during
the Employment Period (including, without limitation, Executive being available
to the Company upon reasonable notice for interviews and factual
investigations, appearing at the Company’s reasonable request to give testimony
without requiring service of a subpoena or other legal process, and turning
over to the Company all relevant Company documents which are or may come into
Executive’s possession during the Employment Period); provided, however,
that any such request by the Company shall not be unduly burdensome or
interfere with Executive’s personal schedule or ability to engage in
gainful employment.  In the event the
Company requires Executive’s cooperation in accordance with this Section 24,
the Company shall reimburse Executive for reasonable out-of-pocket expenses
(including travel, lodging and meals) incurred by Executive in connection with
such cooperation, subject to reasonable documentation.


 


16





















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.


 


	
   

  	
  MIRANT CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vance N. Booker

  	
   

  
	
   

  	
   

  
	
   

  	
  Its: Senior Vice President, Administration

  
	
   

  	
   

  
	
   

  	
  MIRANT SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vance N. Booker

  	
   

  
	
   

  	
   

  
	
   

  	
  Its: Senior Vice President, Administration

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    /s/ Robert M. Edgell

  	
   

  
	
   

  	
  Robert M. Edgell

  
					



 


17





















 


Exhibit A


 


LIST OF APPROVED
DIRECTORSHIPS


 


None


 


A-1





















 


Exhibit B


 


MIRANT CORPORATION


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


This
Restricted Stock Unit Award (this “Award”) is made as of [INSERT DATE
THAT IS [10] [45] DAYS AFTER EMERGENCE DATE], by MIRANT CORPORATION, a                         
corporation (the “Company”) to Robert M. Edgell (“Executive”).


 


W  I  T  N  E
S  S  E  T  H:


 


WHEREAS,
the Company entered into an employment agreement with Executive, dated as of
[                                           ,
2006] (the “Agreement”) providing for the grant to Executive of
restricted stock units (“Restricted Stock Units”) upon the Company’s
emergence from bankruptcy protection; and


 


WHEREAS,
pursuant to the terms of the Agreement the Compensation Committee of the Board
of Directors of the Company (the “Board”) has granted to Executive an
award of Restricted Stock Units to promote Executive’s long-term interests in
the success of the Company;


 


NOW
THEREFORE, the Company awards Restricted Stock Units to Executive pursuant to
the following terms and conditions:


 


1.                    Restricted Stock Unit Award.  The Company hereby
grants to Executive an award of
[             ]
Restricted Stock Units that are to be settled in common stock of the Company (“Common
Stock”).  The Restricted Stock Units
shall be transferable only in accordance with the provisions of Section 8
of this Award and subject to the restrictions and other conditions set forth
herein.  The shares to be delivered to
Executive in settlement of the Restricted Stock Units shall be issued under the
Company’s then existing omnibus incentive plan and, if the Common Stock is then
traded on a national securities exchange or inter-dealer quotation system,
including without limitation, NASDAQ, or if the Company is subject to the
reporting requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, or any successor provision
thereto, the Company shall take all action necessary to keep in effect a registration
statement under the Securities Act of 1933, as amended, or any successor
provision thereto (the “1933 Act”) enabling Executive to resell Common Stock
without restriction; provided, however, that the Company need not take such
action if, at the time of distribution of Common Stock to Executive, such
shares do not constitute “restricted securities” as defined in Rule 144
under the 1933 Act and Executive is not an “affiliate” of the Company under Rule 405
of the 1933 Act.  Capitalized terms used,
but not otherwise defined, shall have the meaning set forth in the Agreement.


 


2.                    Restrictions.  Except as provided in Section 3 below,
the Restricted Stock Units shall vest and become transferable as follows:


 


a.               twenty-five
percent (25%) of the Restricted Stock Units shall vest [insert date that is six
months after the Company’s emergence from bankruptcy protection];


 


B-1





















 


b.              twenty-five
percent (25%) of the Restricted Stock Units shall vest [insert date that is one
year after the Company’s emergence from bankruptcy protection];


 


c.               twenty-five
percent (25%) of the Restricted Stock Units shall vest [insert date that is two
years after the Company’s emergence from bankruptcy protection]; and


 


d.              twenty-five
percent (25%) of the Restricted Stock Units shall vest [insert date that is
three years after the Company’s emergence from bankruptcy protection].


 


3.                   Change
in Employment Status.


 


a.                    Termination
Without Cause, Non-Renewal, for Good Reason, Death or Disability.  In the event of Executive’s termination of
employment with the Company (regardless of whether such termination is in
connection with a Change in Control (as defined in the Agreement)) (i) by
the Company without Cause (as defined in the Agreement), (ii) by reason of
the failure of the Company to offer to renew the Agreement (as provided in the
Agreement), (iii) by Executive for Good Reason (as defined in the
Agreement) or (iv) as a result of Executive’s death or Disability (as
defined in the Agreement), all Restricted Stock Units that have not already
vested, as of the date of such termination, shall vest immediately and become
nonforfeitable.


 


b.                   Termination
for Cause, Voluntary Resignation Without Good Reason.  In the event of Executive’s termination of
employment with the Company (i) by the Company for Cause or (ii) by
reason of Executive’s resignation from the Company for any reason other than
Good Reason, all Restricted Stock Units that have not already vested as of the
date of such termination shall be immediately forfeited by Executive.


 


4.                    Book Entry Account.  Within a reasonable time after the date of
this Award, the Company shall instruct its transfer agent to establish a book
entry account representing the Restricted Stock Units in Executive’s name
effective as of the grant date, provided that the Company shall retain control
of such account until the Restricted Stock Units have become vested in
accordance with this Award.


 


5.                    Distribution of Shares.  Consistent with the provisions of Section 3
of this Award, on the day following Executive’s termination of employment with
the Company or immediately prior to the occurrence of a Change of Control,
Executive shall receive one share of the Company’s common stock, as provided in
Section 1 above in satisfaction of each Restricted Stock Unit credited to
his account under Section 4 above and vested either theretofore or by
reason of the event resulting in such termination.


 


6.                    Stockholder Rights.  Executive shall not have any of the rights of
a stockholder with respect to the Restricted Stock Units, including the right
to vote the Common Stock that will be issued upon vesting of the Restricted
Stock Units, other than the right to receive dividends or other distributions
paid or made available with respect to Common Stock of the Company when
otherwise paid to shareholders; provided, however, until such Restricted Stock
Units are vested, any dividends shall be credited to Executive’s account under Section 4
and paid in a lump sum when such Restricted Stock Units to which the dividends
are attributable vest.


 


B-2





















 


7.                    Withholding.  Executive shall pay all applicable federal,
state and local income and employment taxes (including taxes of any foreign
jurisdiction), which the Company is required to withhold at any time with
respect to the Restricted Stock Units. 
Such payment shall be made in full, at Executive’s election, in cash or
check, by withholding from Executive’s next normal payroll check, or by the
tender of shares of Common Stock (including shares then vesting under this
Award).  Shares tendered as payment of
required withholding shall be valued at the closing price per share of Common
Stock on the date such withholding obligation arises.


 


8.      Transferability.  Except as otherwise provided in this Section 8,
the Restricted Stock Units shall not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner, whether by the operation of law or
otherwise.  Executive may transfer the
Restricted Stock Units, in whole or in part, to a spouse or lineal descendant
(a “Family Member”), a trust for the exclusive benefit of Executive
and/or Family Members, a partnership or other entity in which all the
beneficial owners are Executive and/or Family Members, or any other entity
affiliated with Executive that may be approved by the Compensation Committee (a
“Permitted Transferee”). 
Subsequent transfers of the Restricted Stock Units shall be prohibited
except in accordance with this Section 8. 
All terms and conditions of the Restricted Stock Units, including
provisions relating to the termination of Executive’s employment with the
Company, shall continue to apply following a transfer made in accordance with
this Section 8.  Any attempted
transfer of the Restricted Stock Units prohibited by this Section 8 shall
be null and void.


 


9.                    Adjustments.  In the event that the outstanding shares
of Common Stock are subject to a stock split or changed into or exchanged for a
different number or kind of shares or other securities of the Company or other
corporation by reason of a merger, consolidation, reorganization,
recapitalization, reclassification, combination of shares or a dividend payable
in capital stock, or a similar corporate structural change, then the rights of
the Executive shall be appropriately adjusted as to the number of shares of
Common Stock subject to the Restricted Stock Unit Award.  The granting of the Restricted Stock Units
pursuant to this Award shall not affect in any way the right or power of the
Company to make adjustments, reorganizations, reclassifications, or changes of
its capital or business structure or to merge, consolidate, dissolve,
liquidate, or sell or transfer all or any part of its business or assets.


 


10.            Change
in Control.  Subject to the
provisions of Section 3 of this Award, the Compensation Committee, in its
sole discretion, may at any time prior to, coincident with or after the time of
a Change in Control:


 


(i)             provide
for the acceleration of any vesting of the Restricted Stock Units upon a Change
in Control; or


 


(ii)          provide
that such Restricted Stock Units shall vest in accordance with the provisions
of this Agreement as though no Change in Control had occurred, except that, as
appropriate, the shares of Common Stock represented by the Restricted Stock
Units shall be treated in the same manner as other shares of Common Stock in
any transaction constituting a Change in Control; or


 


B-3





















 


(iii)   cause
new rights to be substituted for the Restricted Stock Units by the surviving
corporation in such Change in Control.


 


Any such actions
shall be authorized by the Compensation Committee, whose determination as to
what actions shall be taken and the extent thereof, shall be final.


 


11.            Agreement
Provisions.  In addition to the
terms and conditions set forth herein, this Award is subject to and governed by
the terms and conditions set forth in the Agreement, which is incorporated
herein by reference.  In the event of any
conflict between the provisions of this Award and the Agreement, the Agreement
shall control.


 


12.            Notice.  Any written notice required or permitted by
this Award shall be mailed, certified mail (return receipt requested) or
hand-delivered, addressed to Company’s Senior Vice President – Administration
at Company’s North American headquarters at 1155 Perimeter Center West,
Atlanta, Georgia 30338, with a copy to Legal Department, Mirant Services LLC
1155 Perimeter Center West, Atlanta, Georgia 30338 or to Executive at his most
recent home address on record with the Company. 
Notices are effective upon receipt.


 


13.            Miscellaneous.


 


(a)          Limitation
of Rights.  The granting of this
Award shall not give Executive any rights to similar grants in future years or
any right to be retained in the employ or service of the Company or its
subsidiary or interfere in any way with the right of the Company or any such
subsidiary to terminate Executive’s services at any time, or the right of
Executive to terminate his services at any time.


 


(b)         Severability.  If any term, provision, covenant or
restriction contained in this Award is held by a court or a federal regulatory
agency of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions contained in
this Award shall remain in full force and effect, and shall in no way be
affected, impaired or invalidated.


 


(c)          Controlling
Law.  All issues and questions
concerning the construction, validity, enforcement and interpretation of this
Award shall be governed by, and construed in accordance with, the laws of the
State of Georgia.


 


(d)         Arbitration.  Any dispute or controversy arising under or
in connection with the Agreement or this Award or otherwise in connection with
the Executive’s employment by the Company that cannot be mutually resolved by
the parties to the Agreement or this Award and their respective advisors and
representatives shall be settled exclusively by arbitration in Atlanta, Georgia
in accordance with the rules of the American Arbitration Association
before one arbitrator of exemplary qualifications and stature, who shall be
selected jointly by an individual to be designated by the Company and an
individual to be selected by Executive, or if such two individuals cannot agree
on the selection of the arbitrator, who shall be selected by the American
Arbitration Association.  The Company
shall reimburse Executive’s reasonable legal fees if he prevails on a material
issue in an arbitration.


 


B-4





















 


(e)          Construction.  This Award contains the entire understanding
between the parties and supersedes any prior understanding and agreements
between them representing the subject matter hereof, except that this Award
shall be subject to the terms and conditions set forth in the Agreement.  There are no other representations,
agreements, arrangements or understandings, oral or written, between and among
the parties hereto relating to the subject matter hereof which are not fully
expressed herein.


 


(f)            Headings.  Section and other headings contained in
this Award are for reference purposes only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of this Award
or any provision hereof.


 


IN
WITNESS WHEREOF, the undersigned Chairman of the Compensation Committee of the
Board executes this Award on behalf of the Company as of day and year first set
forth above.


 


	
   

  	
  MIRANT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  



 


B-5





















 


Exhibit C


 


MIRANT CORPORATION


STOCK OPTION AWARD


 


This
Stock Option Award (this “Award”) is made as of [INSERT DATE THAT IS
[10] [45] DAYS AFTER EMERGENCE DATE], by MIRANT CORPORATION, a                         
corporation (the “Company”) to Robert M. Edgell (“Executive”).


 


W  I  T  N  E
S  S  E  T  H:


 


WHEREAS,
the Company entered into an employment agreement with Executive, dated as of [                     ,
2006] (the “Agreement”) providing for the grant to Executive of options
to purchase the common stock (“Common Stock”) of the Company (“Stock
Options”) upon the Company’s emergence from bankruptcy protection; and


 


WHEREAS,
pursuant to the terms of the Agreement, the Compensation Committee of the Board
of Directors of the Company (the “Board”) has granted to Executive an
award of Stock Options to promote Executive’s long-term interests in the
success of the Company;


 


NOW
THEREFORE, the Company awards Stock Options to Executive pursuant to the
following terms and conditions:


 


1.                    Stock Option Award.  Subject to the terms and conditions contained
herein and in the Agreement, the Company hereby grants to the Executive an
award of [           ]
Stock Options, at an exercise price of $[           ]
(the “Exercise Price”).  The Stock
Options are not intended to qualify as incentive stock options under Section 422
of the Internal Revenue Code of 1986, as amended.  Each such Stock Option shall entitle
Executive to purchase, upon payment of the Exercise Price, one share of Common
Stock.  Capitalized terms used, but not otherwise
defined, shall have the meaning set forth in the Agreement.


 


2.                    Vesting.  Except as provided in Section 5 below,
the Stock Options shall vest and become transferable as follows:


 


e.               twenty-five
percent (25%) of the Stock Options shall vest on [insert date that is six
months after the Company’s emergence from bankruptcy protection];


 


f.                 twenty-five
percent (25%) of the Stock Options shall vest on [insert date that is one year
after the Company’s emergence from bankruptcy protection];


 


g.              twenty-five
percent (25%) of the Stock Options shall vest on [insert date that is two years
after the Company’s emergence from bankruptcy protection];


 


h.              twenty-five
percent (25%) of the Stock Options shall vest on [insert date that is three
years after the Company’s emergence from bankruptcy protection].


 


C-1





















 


3.                    Term.  The Stock Options shall expire on the earlier
of 10 years from the date of grant or the date specified for termination of
such Stock Options, as provided in Section 5(c).


 


4.                    Exercise, Payment and Other Conditions.  The Stock Options may be exercised in whole
or in part to the extent vested.  The
Executive may exercise the Stock Options by delivery to the Company of written
notice providing:  (i) the name of
Executive; (ii) the address to which Common Stock certificates are to be
mailed; and (iii) the number of shares of Common Stock subject to the
Stock Options to be exercised.  Prior to
the delivery to Executive of any stock certificates, the Executive shall have
paid to the Company the Exercise Price of all shares of Common Stock purchased
pursuant to such exercise of the Stock Options as provided in this Award.  The Board may, in its discretion, require the
Executive to pay to the Company an amount equal to the federal, state and local
taxes, if any, required to be withheld or paid by the Company as a result of
such exercise.  All payments shall be in
United States dollars in the form of cash, certified check or bank draft, or,
with the consent of the Board by delivering to the Company (or by attesting to
the ownership of) shares of Common Stock which Executive has owned for at least
six months having a fair market value on the date of exercise equal to the
Exercise Price, plus the minimum withholding tax due in accordance with Section 7,
for the shares of Common Stock with respect to which Executive has exercised
such Stock Options.  The Stock Options
shall be considered exercised on the date the notice and payment are received
by the Chairman of the Compensation Committee of the Board (“Compensation
Committee”).  As promptly as
practicable after receipt of such notice and payment, the Company shall deliver
to Executive a certificate or certificates for the number of shares of Common
Stock with respect to which the Stock Options have been so exercised, issued in
Executive’s name.  Such delivery shall be
deemed effected for all purposes when a stock transfer agent of the Company
shall have deposited such certificate or certificates in the United States mail,
addressed to Executive, at the address specified in the notice.


 


5.                    Change in Employment Status.


 


a.                    Termination
Without Cause, Non-Renewal, for Good Reason, Death or Disability.  In the event of Executive’s termination of
employment with the Company (regardless of whether such termination is in
connection with a Change in Control (as defined in the Agreement)) (i) by
the Company without Cause (as defined in the Agreement)), (ii) by reason
of the failure of the Company to offer to renew the Agreement (as provided in
the Agreement), (iii) by Executive for Good Reason (as defined in the
Agreement) or (iv) as a result of Executive’s death or Disability (as
defined in the Agreement), all Stock Options that have not already vested, as
of the date of such termination shall vest immediately and become
nonforfeitable.


 


b.                   Termination
for Cause, Voluntary Resignation Without Good Reason.  In the event that of Executive’s termination
of employment with the Company (i) by the Company for Cause or (ii) by
reason of Executive’s resignation from the Company for any reason other than
Good Reason, all Stock Options that have not already vested as of the date of
such termination shall be immediately forfeited by Executive and Executive
shall have no further right or interest therein.


 


c.                    Post-Termination
Exercise. Upon termination of Executive’s employment for any reason other
than that described in subsection b above, Executive shall have one year
to


 


C-2





















 


exercise any Stock
Options that are vested or become vested as of the date of Executive’s
termination of employment, subject to earlier expiration of the Stock Option as
provided in Section 3.


 


6.                    Stockholder Rights.  Executive shall not have any of the rights of
a stockholder with respect to the Stock Options, including the right to vote
the Common Stock that will be issued upon the exercise of the Stock Options or
to receive dividends or other distributions paid or made available with respect
to Common Stock of the Company until such Stock Options are exercised.


 


7.                    Withholding.  Executive shall pay all applicable federal,
state and local income and employment taxes (including taxes of any foreign
jurisdiction), which the Company is required to withhold at any time with respect
to the Stock Options.  Such payment shall
be made in full, at Executive’s election, in cash or check, by withholding from
Executive’s next normal payroll check, or by the tender of shares of Common
Stock (including shares acquired upon exercise of the Stock Options).  Shares tendered as payment of required
withholding shall be valued at the closing price per share of Common Stock on
the date such withholding obligation arises.


 


8.                    Transferability.  Except as otherwise provided in this Section 8,
the Stock Options shall not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner, whether by the operation of law or
otherwise.  Executive may transfer the
Stock Options, in whole or in part, to a spouse or lineal descendant (a “Family
Member”), a trust for the exclusive benefit of Executive and/or Family
Members, a partnership or other entity in which all the beneficial owners are
Executive and/or Family Members, or any other entity affiliated with Executive
that may be approved by the Compensation Committee (a “Permitted Transferee”).  Subsequent transfers of the Stock Options
shall be prohibited except in accordance with this Section 8.  All terms and conditions of the Stock
Options, including provisions relating to the termination of Executive’s
employment with the Company, shall continue to apply following a transfer made
in accordance with this Section 8. 
Any attempted transfer of the Stock Options prohibited by this Section 8
shall be null and void.  The shares to be
delivered to Executive upon the exercise of any Stock Options shall be issued
under the Company’s then existing omnibus incentive plan and, if the Common
Stock is then traded on a national securities exchange or inter-dealer
quotation system, including without limitation, NASDAQ, or if the Company is
subject to the reporting requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, or any successor provision
thereto, the Company shall take all action necessary to keep in effect a registration
statement under the Securities Act of 1933, as amended, or any successor
provision thereto (the “1933 Act”) enabling Executive to resell Common Stock
without restriction; provided, however, that the Company need not take such
action if, at the time of distribution of Common Stock to Executive, such
shares do not constitute “restricted securities” as defined in Rule 144
under the 1933 Act and Executive is not an “affiliate” of the Company under Rule 405
of the 1933 Act.


 


9.                    Adjustments.  In the event that the outstanding shares of
Common Stock are subject to a stock split or changed into or exchanged for a
different number or kind of shares or other securities of the Company or other
corporation by reason of a merger, consolidation, reorganization, recapitalization,
reclassification, combination of shares or a dividend payable in


 


C-3





















 


capital stock, or
a similar corporate structural change, then the rights of the Executive shall
be appropriately adjusted as to the number of shares of Common Stock subject to
the Stock Options and/or as to the Exercise Price.  The granting of the Stock Options pursuant to
this Award shall not affect in any way the right or power of the Company to
make adjustments, reorganizations, reclassifications, or changes of its capital
or business structure or to merge, consolidate, dissolve, liquidate, or sell or
transfer all or any part of its business or assets.


 


10.              Change in Control.  Subject to the provisions of Section 5
of this Award, the Compensation Committee, in its sole discretion, may at any
time prior to, coincident with or after the time of a Change in Control:


 


(i)                                     provide
for the acceleration of any vesting conditions relating to the exercise of the
Stock Option or that the Stock Option may be exercised in full on or before a
date fixed by the Committee;


 


(ii)                                  provide
for the purchase of the Stock Option, upon Executive’s request, for an amount
of cash equal to the amount, as determined by the Compensation Committee in its
sole discretion, which could have been realized upon the exercise of the Stock
Options had the option been currently exercisable; or


 


(iii)


 


cause the Stock Options
then to be assumed, or new rights substituted therefore, by the surviving
corporation in such Change in Control.


 


Any such actions
shall be authorized by the Compensation Committee, whose determination as to
what actions shall be taken and the extent thereof, shall be final.


 


11.              Agreement Provisions.  In addition to the terms and conditions set
forth herein, this Award is subject to and governed by the terms and conditions
set forth in the Agreement, which is incorporated herein by reference.  In the event of any conflict between the
provisions of this Award and the Agreement, the Agreement shall control.


 


12.              Notice.  Any written notice required or permitted by
this Award shall be mailed, certified mail (return receipt requested) or
hand-delivered, addressed to Company’s Senior Vice President – Administration
at Company’s North American headquarters at 1155 Perimeter Center West,
Atlanta, Georgia 30338, with a copy to Legal Department, Mirant Services, LLC,
1155 Perimeter Center West, Atlanta, GA 30338, or to Executive at his most
recent home address on record with the Company. 
Notices are effective upon receipt.


 


13.              Miscellaneous.


 


(a)               Limitation
of Rights.  The granting of this
Award shall not give Executive any rights to similar grants in future years or
any right to be retained in the employ or service of the Company or its
subsidiary or interfere in any way with the right of the Company or any such
subsidiary to terminate Executive’s services at any time, or the right of
Executive to terminate his services at any time.


 


C-4





















 


(b)              Severability.  If any term, provision, covenant or
restriction contained in this Award is held by a court or a federal regulatory
agency of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions contained in
this Award shall remain in full force and effect, and shall in no way be
affected, impaired or invalidated.


 


(c)               Controlling
Law.  All issues and questions
concerning the construction, validity, enforcement and interpretation of this
Award shall be governed by, and construed in accordance with, the laws of the
State of Georgia.


 


(d)              Arbitration.  Any dispute or controversy arising under or
in connection with the Agreement or this Award or otherwise in connection with
the Executive’s employment by the Company that cannot be mutually resolved by
the parties to the Agreement or this Award and their respective advisors and
representatives shall be settled exclusively by arbitration in Atlanta, Georgia
in accordance with the rules of the American Arbitration Association
before one arbitrator of exemplary qualifications and stature, who shall be
selected jointly by an individual to be designated by the Company and an
individual to be selected by Executive, or if such two individuals cannot agree
on the selection of the arbitrator, who shall be selected by the American
Arbitration Association.  The Company
shall reimburse Executive’s reasonable legal fees if he prevails on a material
issue in an arbitration.


 


(e)               Construction.  This Award contains the entire understanding
between the parties and supersedes any prior understanding and agreements
between them representing the subject matter hereof, except that this Award
shall be subject to the terms and conditions set forth in the Agreement.  There are no other representations,
agreements, arrangements or understandings, oral or written, between and among
the parties hereto relating to the subject matter hereof which are not fully
expressed herein.


 


(f)                 Headings.  Section and other headings contained in
this Award are for reference purposes only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of this Award
or any provision hereof.


 


IN
WITNESS WHEREOF, the undersigned Chairman of the Compensation Committee of the
Board executes this Award on behalf of the Company as of day and year first set
forth above.


 


	
   

  	
  MIRANT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  



 


C-5





















 


Exhibit D


 


FORM OF RELEASE


 


This General Release of
all Claims (this “Agreement”) is entered into by Robert M. Edgell (“Executive””)
and Mirant Services, LLC and Mirant Corporation (collectively, the “Company”),
effective as of                                    .


 


In further consideration
of the promises and mutual obligations set forth in the Employment Agreement
between Executive and the Company, dated                               
(the “Employment Agreement”), Executive and the Company agree as
follows:


 


2.                    Return
of Property.  All Company files,
access keys, desk keys, ID badges, computers, electronic devices, telephones
and credit cards, and such other property of the Company as the Company may
reasonably request, in Executive’s possession must be returned no later than
the date of Executive’s termination from the Company.


 


3.                    General
Release and Waiver of Claims.


 


(a)               Release.  In consideration of the payments and benefits
provided to Executive under the Employment Agreement and after consultation
with counsel, Executive, personally and on behalf of each of Executive’s
respective heirs, executors, administrators, representatives, agents,
successors and assigns (collectively, the “Releasors”) hereby
irrevocably and unconditionally releases and forever discharges the Company and
its subsidiaries and affiliates and each of their respective officers,
employees, directors, and agents (“Releasees”) from any and all claims,
actions, causes of action, rights, judgments, obligations, damages, demands,
accountings or liabilities of whatever kind or character (collectively, “Claims”),
including, without limitation, any Claims under any federal, state, local or
foreign law, that the Releasors had, have, may have, or in the future may
possess, arising out of (i) Executive’s employment relationship with and
service as an employee, officer or director of the Company, and the termination
of such relationship or service, and (ii) any event, condition,
circumstance or obligation that occurred, existed or arose on or prior to the
date hereof; provided, however, that Executive does not release,
discharge or waive any rights to payments and benefits provided under the
Employment Agreement that are contingent upon the execution by Executive of
this Agreement nor any rights to indemnification or as a shareholder of
the Company.


 


(b)              Specific Release of ADEA Claims.  In further consideration of the payments and
benefits provided to Executive under the Employment Agreement, the Releasors
hereby unconditionally release and forever discharge the Releasees from any and
all Claims that the Releasors may have as of the date Executive signs this
Agreement arising under the Federal Age Discrimination in Employment Act of
1967, as amended, and the applicable rules and regulations promulgated
thereunder (“ADEA”).  By signing
this Agreement, Executive hereby acknowledges and confirms the following:  (i) Executive was advised by the Company
in connection with his termination to consult with an attorney of his choice
prior to signing this Agreement and to have such attorney explain to Executive
the terms of this Agreement, including, without limitation, the terms relating
to Executive’s release of claims arising under


 


D-1





















 


ADEA, and Executive has in fact consulted with an attorney; (ii) Executive
was given a period of not fewer than 21 days to consider the terms of this
Agreement and to consult with an attorney of his choosing with respect thereto;
and (iii) Executive knowingly and voluntarily accepts the terms of this
Agreement.  Executive also understands
that he has seven (7) days following the date on which he signs this
Agreement within which to revoke the release contained in this paragraph, by
providing the Company a written notice of his revocation of the release and
waiver contained in this paragraph.


 


(c)               No Assignment.  Executive represents and warrants that he has
not assigned any of the Claims being released under this Agreement.


 


4.                    Proceedings.  Executive has not filed, and agrees not to
initiate or cause to be initiated on his behalf, any complaint, charge, claim
or proceeding against the Releasees before any local, state or federal agency,
court or other body relating to his employment or the termination of his
employment, other than with respect to the obligations of the Company to Executive
under the Employment Agreement (each, individually, a “Proceeding”), and
agrees not to participate voluntarily in any Proceeding.  Executive waives any right he may have to
benefit in any manner from any relief (whether monetary or otherwise) arising
out of any Proceeding.


 


5.                    Remedies.  In the event Executive initiates or
voluntarily participates in any Proceeding, or if he fails to abide by any of
the terms of this Agreement or his post-termination obligations contained in
the Employment Agreement, or if he revokes the ADEA release contained in
Paragraph 2(b) of this Agreement within the seven-day period provided
under Paragraph 2(b), the Company may, in addition to any other remedies it may
have, reclaim any amounts paid to him under the severance provisions of the
Employment Agreement or terminate any benefits or payments that are
subsequently due under the Employment Agreement, without waiving the release
granted herein.  Executive acknowledges
and agrees that the remedy at law available to the Company for breach of any of
his post-termination obligations under the Employment Agreement or his
obligations under Paragraphs 2 and 3 of this Agreement would be inadequate and
that damages flowing from such a breach may not readily be susceptible to being
measured in monetary terms.  Accordingly,
Executive acknowledges, consents and agrees that, in addition to any other
rights or remedies that the Company may have at law or in equity, the Company
shall be entitled to seek a temporary restraining order or a preliminary or
permanent injunction, or both, without bond or other security, restraining
Executive from breaching his post-termination obligations under the Employment
Agreement or his obligations under Paragraphs 2 and 3 of this Agreement.  Such injunctive relief in any court shall be
available to the Company, in lieu of, or prior to or pending determination in,
any arbitration proceeding.


 


Executive understands
that by entering into this Agreement he will be limiting the availability of
certain remedies that he may have against the Company and limiting also his
ability to pursue certain claims against the Company.


 


D-2





















 


6.                    Severability
Clause.  In the event any provision
or part of this Agreement is found to be invalid or unenforceable, only that
particular provision or part so found, and not the entire Agreement, will be
inoperative.


 


7.                    Non-admission.  Nothing contained in this Agreement will be
deemed or construed as an admission of wrongdoing or liability on the part of
the Company.


 


8.                    Governing
Law.  All matters affecting this
Agreement, including the validity thereof, are to be governed by, and
interpreted and construed in accordance with, the laws of the State of Georgia
applicable to contracts executed in and to be performed in that State.


 


9.                    Arbitration.  Any dispute or controversy arising under or
in connection with this Agreement or otherwise in connection with Executive’s
employment by the Company that cannot be mutually resolved by the parties to this
Agreement and their respective advisors and representatives shall be settled
exclusively by arbitration in Atlanta, Georgia in accordance with the rules of
the American Arbitration Association before one arbitrator of exemplary
qualifications and stature, who shall be selected jointly by an individual to
be designated by the Company and an individual to be selected by Executive or,
if such two individuals cannot agree on the selection of the arbitrator, who
shall be selected by the American Arbitration Association.


 


10.              Notices.  All notices or communications hereunder shall
be in writing, addressed as follows:


 


To the Company:


 


Mirant Corporation


 


 


To Executive:


 


With a copy to:


 


All such notices shall be
conclusively deemed to be received and shall be effective (i) if sent by
hand delivery, upon receipt or (ii) if sent by electronic mail or
facsimile, upon confirmation of receipt by the sender of such transmission.


 


EXECUTIVE ACKNOWLEDGES THAT HE
HAS READ THIS AGREEMENT AND THAT HE FULLY KNOWS, UNDERSTANDS AND APPRECIATES
ITS CONTENTS, AND THAT HE HEREBY EXECUTES THE SAME AND MAKES THIS AGREEMENT AND
THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OWN FREE
WILL.


 


D-3





















 


IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first set forth above.


 


	
   

  	
  MIRANT CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  Its:

  
	
   

  	
   

  
	
   

  	
  MIRANT SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  Its:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Robert M. Edgell

  



 


D-4





















 


Exhibit E


 





 


CONFIDENTIALITY AGREEMENT


 


 


In consideration of my
Employment or continued Employment with Mirant Corporation and for other
valuable and adequate consideration which I agree has been exchanged, I agree
to comply with the Company’s Confidentiality Policy and this Confidentiality
Agreement, specifically:


 


1.                                       I
agree that the following words and phrases mean:


 


a)                                      “Affiliate(s)”
means any corporation or entity that is a subsidiary or business unit of Mirant
Corporation.


 


b)                                     “Company” means
Mirant Corporation, its divisions, its parents, its present and future
subsidiaries, and successors.


 


c)                                      “Confidential
Information” means and includes items that the Company marks or treats as
confidential.  It also includes
information (other than Trade Secrets) that has any value to the Company, is
known to persons inside the Company for purposes of doing their jobs, and is
not generally made known to persons outside the Company.


 


d)                                     “Confidentiality
Policy” means the policies and procedures the Company uses to protect its
valuable information.  The
Confidentiality Policy may change periodically and all Mirant employees are
expected to comply with the current Confidentiality Policy at all times.


 


e)                                      “Employment”
means my present or future job with the Company.  Except during those times when my job may
have been subject to a valid employment agreement, Employment with the Company
is, has been, and after this Agreement continues to be “employment at will.”


 


f)                                        “Third
Party” or “Third Parties” means a person, firm or some entity other than
the Company and its employees.


 


g)                                     “Trade
Secret(s)” means those things defined as trade secrets by law.  Trade Secrets include information about the
Company business that is valuable to the Company and gives the Company an
advantage in the market place.  This type
of information is not generally made known or available to people outside the


 


E-1





















 


Company, and the Company protects it from
being disclosed.  Information that is a
Trade Secret may be found in such things as software (code and programs),
formulas, patterns, plans, charts, client lists (actual and possible), leads,
pricing information, confidential business arrangements, marketing plans, and
proposals.  Trade Secrets may be found in
other kinds of material as well.


 


2.                                       I
agree that during my Employment, I have been or may be given access to Trade
Secrets or Confidential Information belonging to the Company, its Affiliates,
or to Third Parties.  I agree that I will
only use this information for the benefit of the Company except as required by applicable law or in
any judicial or administrative process.  I understand and agree that I must not copy,
reveal, give or make known to anyone outside the Company any Trade Secret or
Confidential Information, without authorization by management and appropriate
safeguards.  I further understand and
agree that the Company is entitled to this protection:  (a) for Trade Secrets as long as it is a
Trade Secret under the law, and (b) for Confidential Information as long
as I am employed by the Company and for three (3) years after my
Employment ends.


 


3.                                       I
agree to not disclose any Confidential Information or Trade Secrets belonging
to Third Parties when:  (a) the
Company has agreed to protect such information, and (b) I am told or
determine that the Third Party’s information should be treated as
confidential.  I will keep the Third
Party’s information confidential in the manner required by the Company.


 


4.                                       I
agree that I will provide the Company all of its Confidential Information and
Trade Secrets I have or that are under my control (including any belonging to
any Affiliate or Third Party) at any time the Company requests it.


 


5.                                       I
agree to return the originals and all copies of the Confidential Information
whether in electronic, printed or any other form before the last day of my
Employment.


 


6.                                       I
agree that this Confidentiality Agreement (a) is governed by the law of
the State of Georgia; (b) is binding on my heirs and representatives; (c) may
be assigned by Mirant Corporation; (d) continues in effect after the end
of my Employment; and (e) cannot be amended or released except in a
document signed by me and the Company.


 


7.                                       I
agree that this Confidentiality Agreement is intended to replace any previous
agreement, or portions of any agreement that contains confidentiality
requirements, that conflicts with this one. 
I further agree that this Confidentiality Agreement is to be read to
give the Company the greatest protection possible without being contrary to
law.  If any court finds part of this
Confidentiality Agreement to be unenforceable, I


 


E-2





















 


agree
that part will be struck out and the remainder of the Confidentiality Agreement
will continue in effect.


 


In witness hereof, I have executed this
Confidentiality Agreement this                 
day of                           ,
2006.


 


 


	
   

  	
   

  	
   

  	
   

  
	
  HR
  Representative

  	
   

  	
  Employee
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Print Name & Title

  	
  Print
  Name

  



 


E-3





















 


Exhibit F


 





 


INTELLECTUAL PROPERTY AGREEMENT


 


In consideration of my
Employment or continued Employment with Mirant Corporation, and for other
valuable and adequate consideration which I agree has been exchanged, I agree
to comply with the Company’s Intellectual Property Policy and this Intellectual
Property Agreement (“Agreement”), specifically:


 


1.                                       I
agree that the following words and phrases mean:


 


a)                                      “Affiliate(s)”
means any corporation or entity that is a subsidiary or business unit of Mirant
Corporation.


 


b)                                     “Company” means
Mirant Corporation, its divisions, its parents, its present and future
subsidiaries, and successors.


 


c)                                      “Employment”
means my present or future job with the Company.  Except during those times when my job may have
been subject to a valid employment agreement, Employment with the Company is,
has been, and after this Agreement continues to be “employment at will.»


 


d)                                     “Intellectual
Property” means any invention, discovery, creation, improvement or
design.  Such Intellectual Property
includes machines, processes, concepts, chemical compounds, computer programs,
authored material, trademarks, service marks, and improvements to any of these
items; Intellectual Property may also include other things not listed here.  An individual’s work (and that of those
working together) will be considered the Company’s Intellectual Property if it:
(i) is related to any job the individual holds or has held with the
Company or its Affiliates, (ii) is created, worked on or implemented while
the individual is at work, or (iii) is created, worked on or implemented
using Company or Affiliate personnel, facilities, equipment knowledge,
information, resources or materials.


 


e)                                      “Intellectual
Property Policy” means the policies and procedures the Company uses to
protect its valuable Intellectual Property. 
The Intellectual Property Policy may change periodically and all Mirant
employees are expected to comply with the current Intellectual Property Policy
at all times.


 


f)                                        “Third
Party” or “Third Parties” means a person, firm or some entity other
than the Company and its employees.


 


F-1





















 


2.                                       I
agree that I will fully inform the Company about any material that might be
Intellectual Property at the earliest possible time.  I also agree that I will not disclose
innovations or potential Intellectual Property to Third Parties and will treat
it as covered by the Company’s Confidentiality Policy and my Confidentiality
Agreement with the Company.


 


3.                                       As
a part of this Agreement, I transfer to the Company all rights to Intellectual
Property which comes into existence during my Employment.  I agree that all Intellectual Property is a
“work for hire” (as defined in the United States Code) belonging exclusively to
the Company.  No Intellectual Property I
transfer will be considered “joint work” belonging to anyone other than the
Company.


 


4.                                       I
agree to sign any documents, and provide any assistance the Company may need to
protect the Intellectual Property, obtain registrations (including Patents,
Trademarks, Copyrights, etc.), and establish and maintain its title to the
Intellectual Property.  The Company will
pay expenses required to obtain these protections.


 


5.                                       I
understand that the Company may decide, for whatever reason, not to pursue
legal protection for Intellectual Property created by me.  The company may also choose to release its
interest in the Intellectual Property to me. 
If this happens, I agree to execute any documents necessary to give the
Company the perpetual right and license to use, maintain, modify, make
derivative works from, practice and market the Intellectual Property at no cost
to the Company.


 


6.                                       I
agree that I will provide the Company all of its Intellectual Property that I
have or that is under my control (including any belonging to any Affiliate or
Third Party) at any time the Company requests it.


 


7.                                       I
agree to return the originals and all copies of the Intellectual Property
information whether in electronic, printed or any other form before the last
day of my Employment.


 


8.                                       I
agree that this Agreement (a) is governed by the laws of the State of
Georgia; (b) is binding on my heirs and representatives; (c) may be
assigned by the Company; (d) continues in effect after the end of my Employment;
and (e) cannot be amended or released except in a document signed by me
and the Company.


 


9.                                       I
agree that this Agreement is intended to replace any previous agreement, or
portions of any agreement that contains intellectual property requirements, that
conflicts with this one.  I further agree
that this Agreement is be read to give the Company the greatest protection
possible without being contrary to law. 
If any court finds part of this Agreement to be unenforceable, I agree
that part will be struck out and the remainder of the Agreement will continue
in effect.


 


F-2





















 


In witness hereof, I have
executed this Confidentiality Agreement this              
day of                         ,
                            .


 


 


	
   

  	
   

  	
   

  	
   

  
	
  HR
  Representative

  	
   

  	
  Employee
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Print Name & Title

  	
  Print
  Name

  



 


F-3





















 


EXHIBIT G


 


FORM OF RELEASE BY
THE COMPANY


 


This Release of Claims
(this “Agreement”) is entered into by Robert M. Edgell (“Executive”)
and Mirant Services, LLC and Mirant Corporation (collectively, the “Company”),
effective as of [DATE].


 


In consideration of the
promises and mutual obligations set forth in the Employment Agreement between
Executive and the Company, dated                                         
(the “Employment Agreement”) and other good and valuable consideration,
Executive and the Company agree as follows:


 


1.                    General
Release and Waiver of Claims.


 


(a)                                  Release.  The Company and its subsidiaries and
affiliates (“Company Releasors”) hereby irrevocably and unconditionally
release and forever discharge Executive personally and each of Executive’s
heirs, executors, administrators, representatives, agents, successors and
assigns (collectively, the “Executive Releasees”) from any and all
claims, actions, causes of action, rights, judgments, obligations, damages,
demands, accountings or liabilities of whatever kind or character
(collectively, “Claims”), including, without limitation, any Claims under
any federal, state, local or foreign law, that the Company Releasors had, have,
may have, or in the future may possess, arising out of Executive’s employment
relationship with and service as an employee, officer or director of the
Company, and the termination of such relationship or service; provided, however,
that the Company Releasors do not release, discharge or waive any Claims
arising out of or resulting from Executive’s fraud, gross-negligence or other
violation of law.


 


(b)                                 No Assignment.  The Company represents and warrants that it
has not assigned any of the Claims being released under this Agreement.


 


2.                    Proceedings.  The Company has not filed, and agrees not to
initiate or cause to be initiated on its behalf, any complaint, charge, claim
or proceeding against the Executive Releasees before any local, state or
federal agency, court or other body based on the Claims released under this
Agreement (a “Proceeding”) and agrees not to participate voluntarily in
any Proceeding.


 


3.                    Remedies.  The Company acknowledges and agrees that the
remedy at law available to the Executive for breach of any of the Company’s
obligations under Paragraphs 1 and 2 of this Agreement would be inadequate
and that damages flowing from such a breach may not readily be susceptible to
being measured in monetary terms. 
Accordingly, the Company acknowledges, consents and agrees that, in
addition to any other rights or remedies that Executive may have at law or in
equity, Executive shall be entitled to seek a temporary restraining order or a
preliminary or permanent injunction, or both, without bond or other security,
restraining the Company from breaching its obligations under Paragraphs 1
and 2 of


 


G-1





















 


this
Agreement.  Such injunctive relief in any
court shall be available to Executive, in lieu of, or prior to or pending
determination in, any arbitration proceeding.


 


The Company understands
that by entering into this Agreement it will be limiting the availability of
certain remedies that it may have against Executive and limiting also its
ability to pursue certain claims against Executive.


 


4.                    Severability
Clause.  In the event any provision
or part of this Agreement is found to be invalid or unenforceable, only that
particular provision or part so found, and not the entire Agreement, will be
inoperative.


 


5.                    Non-admission.  Nothing contained in this Agreement will be
deemed or construed as an admission of wrongdoing or liability on the part of
Executive.


 


6.                    Governing
Law.  All matters affecting this
Agreement, including the validity thereof, are to be governed by, and
interpreted and construed in accordance with, the laws of the State of Georgia
applicable to contracts executed in and to be performed in that State.


 


7.                    Arbitration.  Any dispute or controversy arising under or
in connection with this Agreement or otherwise in connection with Executive’s
employment by the Company that cannot be mutually resolved by the parties to
this Agreement and their respective advisors and representatives shall be
settled exclusively by arbitration in Atlanta, Georgia in accordance with the rules of
the American Arbitration Association before one arbitrator of exemplary
qualifications and stature, who shall be selected jointly by an individual to
be designated by the Company and an individual to be selected by Executive or,
if such two individuals cannot agree on the selection of the arbitrator, who
shall be selected by the American Arbitration Association.


 


8.                    Notices.  All notices or communications hereunder shall
be in writing, addressed as follows:


 


To the Company:


 


Mirant Corporation


 


 


To Executive:


 


G-2





















 


All such notices shall be
conclusively deemed to be received and shall be effective (i) if sent by
hand delivery, upon receipt or (ii) if sent by electronic mail or
facsimile, upon confirmation of receipt by the sender of such transmission.


 


THE COMPANY ACKNOWLEDGES THAT IT
HAS READ THIS AGREEMENT AND THAT IT FULLY KNOWS, UNDERSTANDS AND APPRECIATES
ITS CONTENTS, AND THAT IT HEREBY EXECUTES THE SAME AND MAKES THIS AGREEMENT AND
THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF ITS OWN FREE
WILL.


 


IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first set forth above.


 


	
   

  	
  MIRANT CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  Its:

  
	
   

  	
   

  
	
   

  	
  MIRANT SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  Its:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Robert M. Edgell

  



 


G-3