Exhibit 10.3


 


	
  TO:

  	
   

  	
  M.
  Michele Burns

  
	
   

  	
   

  	
   

  
	
  FROM:

  	
   

  	
  Vance N.
  Booker

  
	
   

  	
   

  	
   

  
	
  DATE:

  	
   

  	
  November 2,
  2005

  
	
   

  	
   

  	
   

  
	
  RE:

  	
   

  	
  Transitional
  Employment Arrangements

  



 


This memo confirms our recent discussions
regarding your future employment arrangements with Mirant Corporation and its
affiliates (collectively “Mirant”) beyond the date hereof.  As we discussed, your Employment Agreement,
dated April 14, 2004 (the “Agreement”) with Mirant, continues in effect
after the date hereof reflecting the agreed diminution of duties and the payments
described in this memorandum.  All terms not defined in this memorandum have the same
definitions as in the Agreement.


 


1.                                       We
have agreed that with the hiring of Jim Iaco your duties and responsibilities
will be changed such that you would have the ability to terminate your
employment on account of Good Reason under Section 5(d) of the
Agreement.  In order to provide
continuity as Mirant completes its restructuring, to induce you not to exercise
your termination rights and in exchange for your agreement to provide the
services described in paragraph (2) below, Mirant agrees that within five (5) business
days of the earliest to occur of (x) the assignment of any duties inconsistent
in any material respect with your position as Mirant’s Chief Financial Officer
(“CFO”), (y) the effective date of your relinquishment of your title as CFO
(which may be as early as November 10, 2005, provided that Mirant
Corporation has filed its Form 10-Q for the quarter ended September 30,
2005 (the “Form 10-Q”) with the Securities and Exchange Commission (“SEC”)
prior to such date), and (z) November 15, 2005 (on which date you will in
all events cease to be Mirant’s CFO), Mirant will pay you a lump sum payment
equal to (A) the Separation Payment described in Section 5(c)(i) of
the Agreement, (B) the Retention Bonuses and Make-Whole Payments described
in Section 5(c)(iii) of the Agreement, and (C) 87.5% of your
Target Bonus for 2005. The amounts paid pursuant to (A) and (B) above
shall reduce dollar-for-dollar (but not below zero) the
amount of Separation Payment, Retention Bonuses and the Make Whole Payments, if
any, payable to you in the future under the Agreement.  The amounts paid pursuant to (C) above
shall reduce dollar-for-dollar (but not below zero) the amount of your 2005
annual bonus.  In order for you to
receive the payouts described above, you will need to execute the release
referred to in Section 5(h) of the Agreement.


 





















 


2.                                       You
agree that you will provide an orderly transition of your CFO duties and
responsibilities to Jim Iaco, and relinquish your CFO title upon Mirant’s
request (which is expected to be November 10, 2005, provided, however,
that if Mirant Corporation has not filed its Form 10-Q with the SEC prior
to November 10, 2005, the date you relinquish your CFO duties shall extend
until the Form 10-Q is filed, but in no event later than November 15,
2005).  Neither the transitioning of your
duties and responsibilities nor the relinquishment of your CFO title shall
constitute Good Reason under the Agreement that would permit you to terminate
the Agreement.  Once you have
relinquished your CFO title, your sole position with Mirant will be that of
Executive Vice President and Chief Restructuring Officer.  You and Mirant intend that you will remain
employed by Mirant through its emergence from bankruptcy, but in any event you
agree not to terminate your employment with Mirant until January 31,
2006.  You will not be required to
provide prior written notice of your resignation on or after January 31,
2006.  As of January 31, 2006, if
still employed, you will be eligible to receive (1) the remainder, if any,
of your 2005 annual bonus which shall be determined and paid at such times and
under such terms and conditions as cash bonuses are determined and paid to other
Mirant senior executives and (2) the Emergence Bonus (if not previously
paid) pursuant to the terms and conditions of Section 3(c) of the
Agreement.


 


If this memo accurately
reflects our discussions, please execute it and return it to me at your
convenience.  Michele, we greatly
appreciate all of your past efforts and look forward to continuing to work with
you during the upcoming transition.


 


 


MIRANT
CORPORATION


 


 


	
  /s/
  Vance N. Booker

  	
   

  
	
  Vance
  N. Booker

  
	
  Senior
  Vice President

  
	
   

  
	
   

  
	
  Agreed to and acknowledged:

  
	
   

  
	
   

  
	
  /s/ M. Michele Burns

  	
   

  
	
  M. Michele Burns