**Exhibit 10(m)**

ENERGY FUTURE HOLDINGS CORP. KEY EMPLOYEE

FORM OFAMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AGREEMENT

******[For Executive Officers]**

THIS AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AGREEMENT (“***Agreement***”), dated as of            , 2009 (the “***Effective Date***”), is made by and between Energy Future Holdings Corp., a Texas corporation (hereinafter referred to as the“***Company***”), and the individual whose name is set forth on the signature page hereof (hereinafter referred to as the “***Optionee***”). Any capitalized terms used but not otherwise defined herein shall havethe meaning set forth in the 2007 Stock Incentive Plan for Key Employees of Energy Future Holdings Corp. and its Affiliates or any successor plan (the “***Plan***”). 

**WHEREAS**, the Organization and Compensation Committee of the Board of the Company (the “***Committee***”) hasdetermined that it would be to the advantage and best interest of the Company and its shareholders to grant the Option provided for herein to the Optionee as an incentive for increased efforts during his term of employment with the Company or itsSubsidiaries or Affiliates, and has advised the Company thereof and authorized the undersigned officers to issue said Option; 

**WHEREAS**, the Company wishes to act consistently with the Plan, the terms of which are hereby incorporated by reference and made part of this Agreement; and 

**WHEREAS**, the parties previously entered into a Non-Qualified Stock Option Agreement, dated            , 2008 (“Original Option Agreement”), pursuant to which the Company granted stock options to the Optionee, and the parties desire to enter into this Agreement to(i) reduce the number of performance-related options subject to the award, and (ii) grant additional time-based vesting options on the terms and conditions set forth herein. 

**NOW, THEREFORE**, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of whichis hereby acknowledged, the parties hereto do hereby agree as follows: 

ARTICLE I 

DEFINITIONS 

Whenever the following terms are used in this Agreement, they shall have the meaning specified below unless the context clearly indicates to the contrary. 

Section 1.1 Cause

“***Cause***” shall mean“Cause” as defined in the employment agreement or change-in-control agreement between the Optionee and the Company or any of its Subsidiaries or Affiliates or, if there is no such employment or change-in-control agreement in effect at thetime Optionee’s employment is terminated, “Cause” shall mean, with respect to an Optionee: (i) if, in carrying out his duties to the Company, the Optionee engages in conduct that constitutes (a) a material breach of hisfiduciary duty to the Company or its shareholders (including, without limitation a material breach or attempted breach of the restrictive covenants under the Management Stockholder’s Agreement), (b) gross neglect or (c) grossmisconduct resulting in material economic harm to the Company, provided that any such conduct described in (a), (b) or (c) is not cured within ten (10) business days after the Optionee receives from the Company written notice thereof,or (ii) Optionee’s conviction of, or entry of a plea of guilty or nolo contendere for, a felony or other crime involving moral turpitude. 

Section 1.2 Cliff Vesting Option

“***Cliff Vesting Option***” shall have the meaning given such term in Section 2.1 hereof. 

Section 1.3 Closing Date

“***Closing Date***” shall mean October 10, 2007. 

Section 1.4 Disability

“***Disability***” shall mean “Disability” as definedin the employment agreement between the Optionee and the Company or any of its Subsidiaries, or, if there is no such employment agreement, “Disability” shall mean the Optionee’s physical or mental incapacitation and consequentinability for a period of six consecutive months to perform the Optionee’s duties; provided, however, in the event the Company temporarily replaces the Optionee or transfers the Optionee’s duties or responsibilities toanother individual on account of the Optionee’s mental or physical impairment for a period of time which is covered by the Company’s short term disability plan, the Optionee’s employment shall not be deemed terminated by the Companyand the Optionee shall not be able to resign with Good Reason. 

Section 1.5 Extended Exercise Date

“***Extended Exercise Date***” shall mean the earlier of: (i) the tenth anniversary of the applicable Grant Date; or(ii) the later of the date: (A) one hundred and eighty (180) days following the date an Optionee’s employment with the Company and all Service Recipients is terminated and (B) thirty (30) days following the first dateon which the Optionee could exercise the Option, or any portion thereof, and immediately resell the Shares acquired upon such exercise for cash consideration. 

Section 1.6 Fair Market Value

“***Fair MarketValue***” shall mean, for the purposes of the Plan and this Agreement and notwithstanding the definition contained in the Plan: (i) if there is a public market for the Shares on such date, the average of the high and low closing bidprices of the Shares on such stock exchange on which the Shares are principally trading on the date in question, or, if there were no sales on such date, on the closest preceding date on which there were sales of Shares or, (ii) if there is nopublic market for the Shares, on a per Share basis, the fair market value of the Shares on any given date, as determined reasonably and in good faith by the Board, which shall not take into account any minority interest discount or a discount forilliquidity of Shares held by an Optionee in excess of any illiquidity discount applicable to Shares generally; provided that if the Board’s determination under this clause (ii) is not based on a valuation completed by an independentvaluation firm within the 6 months preceding the Board’s determination, the Optionee may require the Company to retain an independent valuation firm to determine the fair market value (and the Company will bear the cost of such appraisal,unless the appraised value is 110% or less of the fair market value as determined by the Board, in which case the Optionee will bear the cost of such appraisal). 

Section 1.7 Fiscal Year

“***Fiscal Year***” shallmean each of calendar year 2008, 2009, 2010, 2011 and 2012. 

 

2 

Section 1.8 Good Reason

“***Good Reason***” shall mean “Good Reason” as defined in the employment agreement or change-in-controlagreement between the Optionee and the Company or any of its Subsidiaries or Affiliates or, if there is no such employment or change-in-control agreement in effect at the time Optionee’s employment is terminated, “Good Reason” shallmean (i) a reduction in the Optionee’s base salary or the Optionee’s annual incentive compensation opportunity (other than a general reduction in base salary or annual incentive compensation opportunity that affects all salariedemployees of the Company proportionately); (ii) a transfer of the Optionee’s primary workplace by more than thirty-five (35) miles from the current workplace; (iii) a substantial adverse change in the Optionee’s duties andresponsibilities; (iv) any material breach by the Company of this Agreement, the Management Stockholder’s Agreement, or the Optionee’s employment agreement; or (v) an adverse change in the Optionee’s line of reporting tosuperior officers pursuant to the terms of his employment agreement or any change-in-control agreement; provided, however, that any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is curedwithin ten (10) business days after the Optionee gives the Company written notice of any such event set forth above, shall not constitute Good Reason. 

Section 1.9 Grant Date

“***Grant Date***” means thedate the Option, or a portion thereof, is granted, which is specified for each of the Original Time Option, the Performance Option, the Incremental Vesting Option and the Cliff Vesting Option in Section 2.1 hereof. 

Section 1.10 Incremental Vesting Option

“***Incremental Vesting Option***” shall have the meaning given such term in Section 2.1 hereof. 

Section 1.11 Job Elimination

“***JobElimination***” shall mean the termination of an Optionee’s employment without Cause by the Company or any of its Subsidiaries or Affiliates in either of Fiscal Year 2011 or 2012 due to the elimination of the Optionee’s jobposition, to the extent determined by the Chief Executive Officer and approved by the Committee that such elimination occurred. 

Section 1.12 Liquidity Event

“***Liquidity Event***” shall mean the first to occur ofany transaction or completion of a series of transactions that results, directly or indirectly, in the Sponsor Group or their Affiliates realizing with respect to their Shares, cash and/or publicly traded securities (includes Shares held by theSponsor Group or their Affiliates, if then publicly traded and freely marketable securities) having a market value that at least equals the Sponsor Return or the Sponsor IRR, provided that if more than 25% of the aggregate amount realized is in theform of publicly traded securities, no portion of such excess may be taken into account in determining the Sponsor Return or Sponsor IRR until such securities are sold for cash in accordance with Section 3.1(d). 

Section 1.13 Management Stockholder’s Agreement

“***Management Stockholder’s Agreement***” shall mean the Management Stockholder’s Agreement between the Optioneeand the Company. 

 

3 

Section 1.14 Marketable Securities

“***Marketable Securities***” shall mean (i) prior to a public offering, the equity securities of any acquiring entitythat gains control of the Company or (ii) the registered Shares of the Company following a public offering. 

Section 1.15 Measurement Date

“***Measurement Date***” shall mean any date upon which aLiquidity Event occurs. 

Section 1.16 Option

“***Option***” shall mean the aggregate of the Original Time Option, the Performance Option, the Incremental Vesting Optionand the Cliff Vesting Option. 

Section 1.17 Original Time Option

“***Original Time Option***” shall have the meaning given such term in Section 2.1 hereof. 

Section 1.18 Parent

“***Parent***” shall mean Texas Energy Future Holdings Limited Partnership, a Delaware Limited Partnership. 

Section 1.19 Performance Option

“***PerformanceOption***” shall have the meaning given such term in Section 2.1 hereof. 

Section 1.20 Retirement

“***Retirement***” shall mean the Optionee's retirement at age 55 or over after having been employed by theCompany or a Subsidiary or Parent for at least ten (10) consecutive years (with at least five consecutive years of employment following the Closing Date). 

Section 1.21 Secretary

“***Secretary***” shall meanthe Secretary of the Company. 

Section 1.22 Sponsor IRR

“***Sponsor IRR***” shall mean an amount equal to a pretax compounded annual internal rate of return of at least 20% on theaggregate amount paid by the Sponsor Group for all of their Shares. For the avoidance of doubt, (a) any calculation of Sponsor IRR will take into account cash dividends or other cash distributions paid on Shares, as well as the value of theShares if and when they become publicly traded, and (b) any calculation of Sponsor IRR will not take into account the receipt by the Sponsor Group or any of their Affiliates of any management, monitoring, transaction or other fees payable tosuch parties by the Company or any of its Subsidiaries. 

Section 1.23 Sponsor Return

“***Sponsor Return***” shall mean, on any given date, an amount equal to the product of 3.0 (3.5 in respect of Fiscal Years2016 and 2017) times the aggregate amount paid by the Sponsor Group for all of their Shares. For the avoidance of doubt, (a) any calculation of Sponsor Return will take into account cash dividends or other cash distributions paid on Shares, aswell as the value of the Shares if and when they become publicly traded, and (b) any calculation of Sponsor Return will not take into account the receipt by the Sponsor Group or any of their Affiliates of any management, monitoring, transactionor other fees payable to such parties by the Company or any of its Subsidiaries. For purposes of this definition, the term “Fiscal Year” shall include calendar years 2016 and 2017. 

 

4 

ARTICLE II 

GRANT OF OPTIONS 

Section 2.1 Grant of Options

This Agreement evidences the grant to the Optionee, for good and valuable consideration and in each case on the terms and conditions setforth in this Agreement, of the following: 

(a) an option to purchase            Shares, previously granted to Optionee on             2008, which shall vest in accordance with the provisions ofSection 3.1(a)(i) hereof (the “***Original Time Option***”); 

(b) an option to purchase            Shares, previously granted to the Optionee on             , 2008, which shall vest in accordance with the provisionsof Section 3.1(a)(ii) hereof (the “***Performance Option***”); 

(c) an option to purchase            Shares, granted to the Optionee on             , 2009, which shall vest in accordance with the provisions ofSection 3(a)(iii) hereof (the “***Incremental Vesting Option***”); and 

(d) an option to purchase            Shares, granted to the Optionee on             2009, which shall vest in accordance with the provisions ofSection 3.1(a)(iv) hereof (the “***Cliff Vesting Option***”). 

The Optionee acknowledges that hisacceptance of this Agreement constitutes his agreement to the surrender and cancellation in full of all of his right, title and interest in the right to purchase             Shares, whichwas previously awarded to Optionee as part of the Performance Option pursuant to the Original Option Agreement, with no further obligations of the Company thereunder. 

Section 2.2 Exercise Price

Subject to Section 2.4, the exerciseprice of the Shares covered by the Option shall be equal to (a) $            per Share for the Original Time Option and the Performance Option, and(b) $            per Share for the Incremental Vesting Option and the Cliff Vesting Option (each applicable price, the “***Exercise Price***”). 

Section 2.3 No Guarantee of Employment

Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continued employment by the Company or any Subsidiary or Affiliate or shall interfere with or restrict in any way therights of the Company and its Subsidiaries or Affiliates, which are hereby expressly reserved, to terminate the employment of the Optionee at any time for any reason whatsoever, with or without Cause, subject to the applicable provisions of, if any,the Optionee’s employment agreement with the Company. 

 

5 

Section 2.4 Adjustments to Option

The Option shall be subject to the adjustment provisions of Sections 8 and 9 of the Plan, provided, however, that in the eventof the payment of an extraordinary dividend by the Company to its stockholders, then: the Exercise Price of the Option shall be reduced by the amount of the dividend paid, but only to the extent the Committee determines it to be permitted underapplicable tax laws and not to have adverse tax consequences to the Optionee under Section 409A of the Code; and, if such reduction cannot be fully effected due to such tax laws without adverse tax consequences to the Optionee, then the Companyshall pay to the Optionee a cash payment, on a per Share basis, equal to the balance of the amount of the dividend not permitted to be applied to reduce the Exercise Price of the applicable Option as follows: (a) for each Share subject to avested Option, immediately upon the date of such dividend payment; and (b), for each Share subject to an unvested Option, on the date on which such Option becomes vested and exercisable with respect to such Share. 

ARTICLE III 

PERIOD OF EXERCISABILITY 

Section 3.1 Commencement of Exercisability

(a) So long as the Optionee continues to be employed by the Company or any other Service Recipients, the Option shall become exercisablepursuant to the following schedules: 

(i) *Original Time Option*. The Original Time Option shall become vested andexercisable in accordance with the following schedule, provided the Optionee has remained continuously employed by the Company or any other Service Recipients through the applicable vesting dates: 

 

**Vesting Date**
  **Cumulative Percentage of Shares****Subject to the Original Time Option****that are Vested and Exercisable**
September 30, 2008
  20%
September 30, 2009
  40%
September 30, 2010
  60%
September 30, 2011
  80%
September 30, 2012
  100%
(ii) *PerformanceOption*. The Performance Option shall be eligible to become vested and exercisable as to 20% of the Shares subject to such Option at the end of each of the five Fiscal Years if the Company, on a consolidated basis, achieves its annual EBITDAtargets as set forth in Schedule A attached hereto (each, an “***EBITDA Target***”) for the given Fiscal Year. Notwithstanding the foregoing, in the event that an EBITDA Target is not achieved in a particular Fiscal Year,then that portion of the Performance Option that was eligible to vest but failed to vest due to the Company’s failure to achieve its EBITDA Target shall nevertheless vest and become exercisable at the end of either of the two immediatelysubsequent Fiscal Years if the applicable two- or three-year cumulative EBITDA Target (each, a “***Cumulative EBITDA Target***”) set forth on Schedule A attached hereto is achieved on a cumulative basis at the end ofeither of the two immediately subsequent Fiscal Years with respect to a Fiscal Year completed no more than two years prior to the then completed Fiscal Year(s); provided that, in the event that an EBITDA Target is not achieved in either of FiscalYears 2011 or 2012, then that portion of the Performance Option that was eligible to vest but failed to vest due to the Company’s failure to achieve its EBITDA Target or the applicable Cumulative EBITDA Target shall nevertheless vest and becomeexercisable at the end of either of the two immediately subsequent Fiscal Years of the Company *if* the budgeted EBITDA target set by the Board and the Committee in respect of such Fiscal Year of the Company is achieved and the excess over suchbudgeted amount is sufficient to satisfy the shortfall from Fiscal Year 2011 or 2012. For purposes of the foregoing proviso clause, the term “Fiscal Year” shall include calendar years 2013 and 2014. 

 

6 

(iii) *Incremental Vesting Option*. The Incremental Vesting Option shall become vestedand exercisable with respect to 20% of the Shares subject to the Incremental Vesting Option on each of September 30, 2010, September 30, 2011, September 30, 2012, September 30, 2013, and September 30, 2014,provided the Optionee has remained continuously employed by the Company or any other Service Recipients through the applicable vesting dates. 

(iv) *Cliff Vesting Option*. The Cliff Vesting Option shall become vested and exercisable with respect to 100% of the Shares subject to the Cliff Vesting Option on September 30, 2014, providedthe Optionee has remained continuously employed by the Company or any other Service Recipients through September 30, 2014. 

(b) Notwithstanding any of Section 3.1(a) above, upon the occurrence of a termination of employment without Cause, termination of employment on account of the Company or other applicable Service Recipient’s failure to renew theOptionee’s existing employment agreement, or a resignation by the Optionee for Good Reason, in each case following the occurrence of a Change in Control, the Original Time Option shall become immediately exercisable as to 100% of the Sharessubject to such Option immediately prior to the Change of Control. 

(c) Notwithstanding any of Section 3.1(a) above, uponthe occurrence of a Change in Control, the Incremental Vesting Option and Cliff Vesting Option shall become immediately exercisable as to 100% of the Shares subject to each such Option immediately prior to the Change of Control, provided that theOptionee remains continuously employed by the Company or any other Service Recipients on the date such Change in Control occurs. 

(d) Notwithstanding any of Section 3.1(a) above, upon the occurrence of a Liquidity Event, subject to the Optionee being employed on the date of such event, the Performance Option shall become immediately exercisable as to 100% of theShares subject to such Option immediately prior to the Liquidity Event (but only to the extent such Option has not otherwise terminated or become exercisable). If Sponsor IRR and Sponsor Return would not be achieved as a result of the PerformanceOptions becoming immediately exercisable as to 100% of the Shares subject to such Option pursuant to the preceding sentence, “100%” in the preceding sentence shall be replaced with the maximum percentage so that either the Sponsor IRR orSponsor Return is achieved. In the event that the Sponsor Group receives Marketable Securities in an event constituting a Measurement Date (including, following a public offering, Shares) in excess of more than 25% of the aggregate amount realizedin such event, (1) Sponsor IRR and Sponsor Return shall be initially calculated at the time of the Measurement Date without regard to the value of such Marketable Securities so received and such resulting Sponsor Return and Sponsor IRR shall beused to determine vesting of Shares subject to the Performance Option in accordance with this Section 3.1(d); and (2) if the Sponsor Return and/or Sponsor IRR as calculated in (1) above do not result in 100% vesting of the outstandingexercisable Shares subject to such Performance Option immediately prior to the Measurement Date, Sponsor Return and Sponsor IRR shall be recalculated upon each direct or indirect disposition of such Marketable Securities by the Sponsor Group forcash, discounting the cash received to determine its present value at the time of the Measurement Date. If such recalculated Sponsor IRR and/or Sponsor Return would have resulted in 100% vesting of all Shares subject to the Performance Option at thetime of the Measurement Date, then 100% of such Performance Option shall immediately vest; provided, however, that any Optionee whose employment is terminated without Cause by the Company or as a result of the Company or otherapplicable Service Recipient’s failure to renew his employment agreement, or who terminates his employment for Good Reason, such Optionee’s Performance Option, or a portion thereof, having been forfeited or cancelled between the occurrenceof the Measurement Date and the subsequent vesting of such Performance Option, in accordance with this Section 3.1(d), shall be entitled to the difference between the price per Share paid on the Measurement Date and the strike price of thePerformance Option that was so cancelled or forfeited. 

 

7 

(e) Except as provided above, no Option shall become exercisable as to any additional Sharesfollowing the termination of employment of the Optionee for any reason and any Option, which is unexercisable as of the Optionee’s termination of employment, shall immediately expire without payment therefor. 

Section 3.2 Expiration of Option

Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee may not exercise the Option, or any portion thereof, to any extent after the first to occurof the following events: 

(a) The tenth anniversary of the applicable Grant Date; 

(b) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients, if theOptionee’s employment is terminated by reason of death or Disability; 

(c) Immediately upon the date of anOptionee’s termination of employment by the Company and all Service Recipients for Cause; 

(d) Thirty (30) daysafter the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability); 

(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) anOptionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than death, Disability, or Job Elimination), including upon nonrenewal ofOptionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date; 

(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all ServiceRecipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other death, Disability, or Job Elimination),including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the ClosingDate; 

 

8 

(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;

(h) Immediately upon the date of an Optionee’s breach of the provisions of Section 22(a)(ii) of the ManagementStockholder’s Agreement; or 

(i) At the discretion of the Company, if the Committee so determines pursuant toSection 9 of the Plan, but only to the extent the Committee determines it to be permitted under applicable tax laws and to not have adverse tax consequences to the Optionee under Section 409A of the Code. 

Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to PerformanceOptions that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year inwhich, termination of employment occurs. For purposes of the foregoing provision, the term “Fiscal Year” shall include calendar years 2013 and 2014. 

ARTICLE IV 

EXERCISE OF OPTION 

Section 4.1 Person Eligible to Exercise

During the lifetime of the Optionee, only the Optionee (or his duly authorized legal representative) may exercise the Option or any portion thereof. After the death of the Optionee, any exercisableportion of the Option may, prior to the time when an Option becomes unexercisable under Section 3.2, be exercised by his personal representative or by any person empowered to do so under the Optionee’s will or under the then applicablelaws of descent and distribution. 

Section 4.2 Partial Exercise

Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any timeprior to the time when the Option or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole Shares only. 

Section 4.3 Manner of Exercise

The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or her office all of the following prior to the time when the Option or such portion becomesunexercisable under Section 3.2: 

(a) Notice in writing signed by the Optionee or the other person then entitled toexercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; 

(b) (i) Full payment (in cash, by check, or by a combination thereof or through tender of previously owned Shares (any such Shares valued atFair Market Value on the date of exercise) that the Participant has held for at least six months (or such other period as may be required by the Company’s accountants but only to the extent required to avoid liability accounting under FAS123(R) or any successor standard thereto)) for the Shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optioneereduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (b); 

 

9 

(c) (i) Full payment (in cash or by check or by a combination thereof) to satisfy theminimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by anumber of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (c); 

(d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person thenentitled to exercise such Option or portion thereof, stating that the Shares are being acquired for his own account, for investment and without any present intention of distributing or reselling said Shares or any of them except as may be permittedunder the Securities Act of 1933, as amended (the “***Act***”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify theCompany against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the Shares by such person is contrary to the representation and agreement referred to above;provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effectcompliance with the Act and any other federal or state securities laws or regulations; and 

(e) In the event the Option orportion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option. 

Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequenttransfer of Shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such Shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referringto the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the Shares to be issued pursuant to such exercise havebeen registered under the Act, and such registration is then effective in respect of such Shares. 

Section 4.4Conditions to Issuance of Stock Certificates

The Shares deliverable upon the exercise of the Option, or any portionthereof, may be either previously authorized but unissued Shares or issued Shares, which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver anycertificate or certificates for Shares of stock purchased (if certified, or if not certified, register the issuance of such Shares on its books and records) upon the exercise of the Option or a portion thereof prior to fulfillment of all of thefollowing conditions: 

(a) The obtaining of approval or other clearance from any state or federal governmental agency whichthe Committee shall, in its reasonable and good faith discretion, determine to be necessary or advisable; 

 

10 

(b) The execution by the Optionee of the Management Stockholder’s Agreement and a SaleParticipation Agreement; and 

(c) The lapse of such reasonable period of time following the exercise of the Option as theCommittee may from time to time establish for reasons of administrative convenience or as may otherwise be required by applicable law. 

Section 4.5 Rights as Stockholder

Except as otherwise provided in Section 2.4 of this Agreement, theholder of an Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company with respect to any Shares purchasable upon the exercise of the Option or any portion thereof unless and until certificates representing suchShares shall have been issued by the Company to such holder or the Shares have otherwise been recorded in the records of the Company as owned by such holder. 

ARTICLE V 

MISCELLANEOUS 

Section 5.1 Administration

The Committee shall have the power to interpret the Plan and this Agreement and to adopt, interpret, or revoke rules for the administration, interpretation and application of the Plan. All actions takenand all interpretations and determinations made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination orinterpretation made in good faith with respect to the Plan or the Option. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

Section 5.2 Option Not Transferable

Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject todisposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal orequitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws ofdescent and distribution. 

Section 5.3 Notices

Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and anynotice to be given to the Optionee shall be addressed to him at the last address on file with the Company. By a notice given pursuant to this Section 5.3 either party may hereafter designate a different address for notices to be given to thatparty. Any notice, which is required to be given to the Optionee, shall, if the Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of his status and addressby written notice under this Section 5.3. Any notice shall have been deemed duly given when (i) delivered in person or (ii) enclosed in a properly addressed, sealed envelope or wrapper deposited (with postage or fees prepaid) with apost office or branch post office regularly maintained by the United States Postal Service, or an office regularly maintained by FedEx, UPS, or comparable non-public mail carrier. 

 

11 

Section 5.4 Titles; Pronouns

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. Themasculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates. 

Section 5.5 Applicability of Plan, Management Stockholder’s Agreement and Sale Participation Agreement

The Option and the Shares issued to the Optionee upon exercise of the Option shall be subject to all of the terms and provisions of the Plan, the Management Stockholder’s Agreement and a Sale Participation Agreement, to the extentapplicable to the Option and such Shares. 

Section 5.6 Amendment

Subject to Section 10 of the Plan, this Agreement may be amended only by a writing executed by the parties hereto, which specificallystates that it is amending this Agreement. 

Section 5.7 Governing Law

The laws of the State of Texas shall govern the interpretation, validity and performance of the terms of this Agreement regardless of the lawthat might be applied under principles of conflicts of laws. 

Section 5.8 Arbitration

In the event of any controversy among the parties hereto arising out of, or relating to, this Agreement which cannot be settled amicably bythe parties, such controversy shall be finally, exclusively and conclusively settled by mandatory arbitration conducted expeditiously in accordance with the American Arbitration Association rules, by a single independent arbitrator. Such arbitrationprocess shall take place within the Dallas, Texas metropolitan area. The decision of the arbitrator shall be final and binding upon all parties hereto and shall be rendered pursuant to a written decision, which contains a detailed recital of thearbitrator’s reasoning. Judgment upon the award rendered may be entered in any court having jurisdiction thereof. Each party shall bear its own legal fees and expenses, unless otherwise determined by the arbitrator. 

*[Signatures on next page.]*

 

12 

**IN WITNESS WHEREOF**, this Agreement has been executed and delivered by the partieshereto. 

 
ENERGY FUTURE HOLDINGS CORP.By: 
 
Name: 
 
Title: 
 

 
OPTIONEE:
 
ADDRESS: 
 
 
 
 
***Summary of Option grants governed by this Agreement appears on the following page.***

*[Signature Page of Stock Option Agreement]*

**Summary of Option**

 
   **Original Time**