**Exhibit 10(a)**

2007 STOCK INCENTIVE PLAN FOR KEY EMPLOYEES OF 

ENERGY FUTURE HOLDINGS CORP. AND ITS AFFILIATES 

 

The 2007 Stock Incentive Plan forKey Employees of Energy Future Holdings Corp. and its Affiliates (the “Plan”) is designed: 

(a) to promote the long termfinancial interests and growth of Energy Future Holdings Corp. (the “Company”) and its Subsidiaries by attracting and retaining management and other personnel and key service providers with the training, experience and ability toenable them to make a substantial contribution to the success of the Company’s business; 

(b) to motivate management personnel bymeans of growth-related incentives to achieve long range goals; and 

(c) to further the alignment of interests of Participants with thoseof the stockholders of the Company through opportunities for increased stock, or stock-based ownership in the Company. 

 

As used in the Plan, the followingwords shall have the following meanings: 

(a) “Affiliate” means with respect to any Person, any entity directly orindirectly controlling, controlled by or under common control with such Person. 

(b) “Board” means the Board of Directorsof the Company. 

(c) “Business Unit” means a discreet business or activity performed by the Company or its Subsidiariesthat is treated, or accounted for, as a separate operating unit in which a Participant is employed; and furthermore, the sale of a Business Unit may only trigger a Change of Control with respect to the Participants employed by that Business Unit.

(d) “Change in Control” means, in one or a series of related transactions, (i) the sale of all or substantially allof the consolidated assets or capital stock of the Company or Business Unit to a person (or group of persons acting in concert) who is not an Affiliate of any member of the Sponsor Group; (ii) a merger, recapitalization or other sale by theCompany, any member of the Sponsor Group or their Affiliates, to a person (or group of persons acting in concert) of Common Stock that results in more than 50% of the Common Stock of the Company (or any resulting company after a merger) being heldby a person (or group of persons acting in concert) that does not include any member of the Sponsor Group or any of their respective Affiliates; *or* (iii) a merger, recapitalization or other sale of Common Stock by the Company, any memberof the Sponsor Group or their Affiliates, after which the Sponsor Group owns less than 20% of the Common Stock of, and has the ability to appoint less than a majority of the directors to the Board of, the Company (or any resulting company after amerger); and with respect to any of the events described in clauses (i) through (ii) above, such event results in any person (or group of persons acting in concert) gaining control of more seats on the Board than the Sponsor Group.

(e) “Code” means the United States Internal Revenue Code of 1986, as amended. 

 

(f) “Committee” means the Compensation Committee of the Board (or, if no such committeeis appointed, the Board or another duly authorized committee thereof). 

(g) “Common Stock” or “Share”means the common stock of the Company, which may be authorized but unissued, or issued and reacquired. 

(h) “Employee”means a person, including an officer, in the regular employment of the Company or any other Service Recipient who, in the opinion of the Committee, is, or is expected to have involvement in the management, growth or protection of some part or all ofthe business of the Company or any other Service Recipient. 

(i) “Exchange Act” means the Securities Exchange Act of 1934,as amended. 

(j) “Fair Market Value” means, unless otherwise set forth in a Grant Agreement, (i) if there is a publicmarket for the Shares on such date, the average of the high and low closing bid prices of the shares of Common Stock 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 no public market for the Shares, on a per Share basis, the fair market value of the Common Stock on any given date, as determined reasonably and in goodfaith by the Board, which shall not take into account any minority interest discount and shall not take into account a discount for illiquidity of Shares held by a Participant in excess of any illiquidity discount applicable to shares of CommonStock generally. 

(k) “Grant” means an award made to a Participant pursuant to the Plan and described in Section 5,including, without limitation, an award of a Stock Option, Stock Appreciation Right, Other Stock-Based Award or Dividend Equivalent Right (as such terms are defined in Section 5), or any combination of the foregoing. 

(l) “Grant Agreement” means an agreement between the Company and a Participant that sets forth the terms, conditions and limitationsapplicable to a Grant. 

(m) “Group” means “group,” as such term is used for purposes of Section 13(d) or14(d) of the Exchange Act. 

(n) “Management Stockholder’s Agreement” shall mean that certain ManagementStockholder’s Agreement between the applicable Participant, the Company, and Texas Energy Future Holdings Limited Partnership. 

(o)“Participant” means an Employee, non-employee member of the Board, consultant or other person having a service relationship with the Company or any other Service Recipient, to whom one or more Grants have been made and remainoutstanding. 

(p) “Person” means “person,” as such term is used for purposes of Section 13(d) or 14(d) ofthe Exchange Act. 

(q) “Sale Participation Agreement” shall mean that certain Sale Participation Agreement between theapplicable Participant and Texas Energy Future Holdings Limited Partnership. 

(r) “Service Recipient” shall mean, theCompany, any Subsidiary of the Company, or any Affiliate of the Company that satisfies the definition of “service recipient” within the meaning of Treasury 

 

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Regulation Section 1.409A-1(g) (or any successor regulation), with respect to which the person is a “service provider” (within the meaning ofTreasury Regulation Section 1.409A-1(f) (or any successor regulation). 

(s) “Sponsor Group” shall have the meaningset forth in the Management Stockholder’s Agreement. 

(t) “Subsidiary” means any corporation or other entity in anunbroken chain of corporations or other entities beginning with the Company if each of the corporations or other entities, or group of commonly controlled corporations or other entities, other than the last corporation or other entity in theunbroken chain then owns stock or other equity interests possessing 50% or more of the total combined voting power of all classes of stock or other equity interests in one of the other corporations or other entities in such chain. 

 
3.Administration of Plan
(a) The Plan shall beadministered by the Committee. The Committee may adopt its own rules of procedure, and action of a majority of the members of the Committee taken at a meeting, or action taken without a meeting by unanimous written consent, shall constitute actionby the Committee. The Committee shall have the power and authority to administer, construe and interpret the Plan, to make rules for carrying it out and to make changes in such rules. Any such interpretations, rules, and administration shall beconsistent with the basic purposes of the Plan. 

(b) The Committee may delegate to the Chief Executive Officer and to other senior officersof the Company its duties under the Plan, subject to applicable law and such conditions and limitations as the Committee shall prescribe, except that only the Committee may designate and make Grants to Participants. 

(c) The Committee may employ counsel, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company, and the officers anddirectors of the Company shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon allParticipants, the Company and all other interested persons. No member of the Committee, nor employee or representative of the Company shall be personally liable for any action, determination or interpretation made in good faith with respect to thePlan or the Grants, and all such members of the Committee, employees and representatives shall be fully protected and indemnified to the greatest extent permitted by applicable law by the Company with respect to any such action, determination orinterpretation. 

 
4.Eligibility
The Committee may from time to timemake Grants under the Plan to such Employees, or other persons having a relationship with Company or any other Service Recipient, and in such form and having such terms, conditions and limitations as the Committee may determine. The terms,conditions and limitations of each Grant under the Plan shall be set forth in a Grant Agreement, in a form approved by the Committee, consistent, however, with the terms of the Plan; provided, however, that such Grant Agreement shallcontain provisions dealing with the treatment of Grants in the event of the termination of employment or other service relationship, death or disability of a Participant, and may also include provisions concerning the treatment of Grants in theevent of a Change in Control. 

 
5.Grants
 

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From time to time, the Committee will determine the forms and amounts of Grants for Participants. SuchGrants may take the following forms in the Committee’s sole discretion: 

(a) Stock Options - These are options to purchaseCommon Stock (“Stock Options”). At the time of Grant the Committee shall determine, and shall include in the Grant Agreement, the option exercise period, the option exercise price, vesting requirements, and such other terms, conditions orrestrictions on the grant or exercise of the option as the Committee deems appropriate including, without limitation, the right to receive dividend equivalent payments on vested options. Notwithstanding the foregoing, the exercise price per Share ofa Stock Option shall in no event be less than the Fair Market Value on the date the Stock Option is granted (subject to later adjustment pursuant to Section 8 hereof). In addition to other restrictions contained in the Plan, a Stock Optiongranted under this Section 5(a) may not be exercised more than 10 years after the date it is granted. Payment of the Stock Option exercise price shall be made (i) in cash, (ii) in Shares (any such Shares valued at Fair Market Value onthe date of exercise) that the Participant has held for at least six months (or such other period of time as may be required by the Company’s accountants but only to the extent required to avoid liability accounting under FAS 123(R) or anysuccessor standard thereto), (iii) through the withholding of Shares (any such Shares valued at Fair Market Value on the date of exercise) otherwise issuable upon the exercise of the Stock Option in a manner that is compliant with applicablelaw, or (iv) a combination of the foregoing methods, in each such case in accordance with the terms of the Plan, the Grant Agreement and of any applicable guidelines of the Committee in effect at the time. 

(b) Stock Appreciation Rights - The Committee may grant “Stock Appreciation Rights” (as hereinafter defined) independent of, or inconnection with, the grant of a Stock Option or a portion thereof. Each Stock Appreciation Right shall be subject to such other terms as the Committee may determine. The exercise price per Share of a Stock Appreciation Right shall in no event beless than the Fair Market Value on the date the Stock Appreciation Right is granted. Each “Stock Appreciation Right” granted independent of a Stock Option shall be defined as a right of a Participant, upon exercise of such StockAppreciation Right, to receive an amount equal to the product of (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the exercise price per Share of such Stock Appreciation Right, multiplied by(ii) the number of Shares covered by the Stock Appreciation Right being exercised. Payment of the Stock Appreciation Right shall be made in Shares or in cash, or partly in Shares and partly in cash (any such Shares valued at the Fair MarketValue on the date of the payment), all as shall be determined by the Committee. 

(c) Other Stock-Based Awards—The Committee maygrant or sell awards of Shares, awards of restricted Shares and awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares (including, without limitation, restricted stock units). Such“Other Stock-Based Awards” shall be in such form, and dependent on such conditions, as the Committee may determine, including, without limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cashvalue of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Grants under the Plan.Subject to the provisions of the Plan, the Committee shall determine to whom and when Other Stock-Based Awards will be made, the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards; whether such OtherStock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares soawarded and issued shall be fully paid and non-assessable). 

(d) Dividend Equivalent Rights – The Committee may grant DividendEquivalent Rights either alone or in connection with the grant of a Stock Option or SAR. A “Dividend Equivalent Right” shall 

 

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be the right to receive a payment in respect of one Share (whether or not subject to a Stock Option) equal to the amount of any dividend paid in respect ofone Share held by a shareholder in the Company. Each Dividend Equivalent Right shall be subject to such terms as the Committee may determine. 

 
6.Limitations and Conditions
(a) The number ofShares available for Grants under this Plan is expected to be less than 5% of the fully diluted number of shares, subject to adjustment as provided for in Sections 8 and 9, unless restricted by applicable law. Shares related to Grants that areforfeited, terminated, canceled, expire unexercised, withheld to satisfy tax withholding obligations, or are repurchased by the Company shall immediately become available for new Grants. 

(b) No Grants shall be made under the Plan beyond ten years after December 20, 2007, the effective date of the Plan (the “EffectiveDate”), but the terms of Grants made on or before the expiration of the Plan may extend beyond such expiration. 

(c) Nothing containedherein shall affect the right of the Company or any other Service Recipient to terminate any Participant’s employment or other service relationship at any time or for any reason. 

(d) Other than as specifically provided in the Management Stockholder’s Agreement or Sale Participation Agreement, no benefit under the Plan shallbe subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void. No such benefit shall, prior to receipt thereof by the Participant, be in any manner liable foror subject to the debts, contracts, liabilities, engagements, or torts of the Participant. 

(e) Participants shall not be, and shall nothave any of the rights or privileges of, stockholders of the Company in respect of any Shares purchasable in connection with any Grant unless and until certificates representing any such Shares have been issued by the Company to such Participants(or book entry representing such Shares has been made and such Shares have been deposited with the appropriate registered book-entry custodian). 

(f) No election as to benefits or exercise of any Grant may be made during a Participant’s lifetime by anyone other than the Participant except by a legal representative appointed for or by the Participant. 

(g) Absent express provisions to the contrary, any Grant under this Plan shall not be deemed compensation for purposes of computing benefits orcontributions under any retirement or severance plan of the Company or other Service Recipient and shall not affect any benefits under any other benefit plan of any kind now or subsequently in effect under which the availability or amount ofbenefits is related to level of compensation. This Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended. 

(h) Unless the Committee determines otherwise, no benefit or promise under the Plan shall be secured by any specific assets of the Company or any otherService Recipient, nor shall any assets of the Company or any other Service Recipient be designated as attributable or allocated to the satisfaction of the Company’s obligations under the Plan. 

 

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7.Transfers and Leaves of Absence
For purposes ofthe Plan, unless the Committee determines otherwise: (a) a transfer of a Participant’s employment without an intervening period of separation among the Company and any other Service Recipient shall not be deemed a termination ofemployment, and (b) a Participant who is granted in writing a leave of absence or who is entitled to a statutory leave of absence shall be deemed to have remained in the employ of the Company (and other Service Recipient) during such leave ofabsence. 

 
8.Adjustments
In the event of any stock split,spin-off, share combination, reclassification, recapitalization, liquidation, dissolution, reorganization, merger, Change in Control, payment of a dividend (other than a cash dividend paid as part of a regular dividend program) or other similartransaction or occurrence which affects the equity securities of the Company or the value thereof, the Committee shall (i) adjust the number and kind of shares subject to the Plan and available for or covered by Grants, (ii) adjust theshare prices related to outstanding Grants, and/or (iii) take such other action (including, without limitation providing for payment of a cash amount to holders of outstanding Grants), in each case as is reasonably necessary to address, on anequitable basis, the effect of the applicable corporate event on the Plan and any outstanding Grants, without adverse tax consequences under Section 409A of the Code. Any such adjustment made or action taken by the Committee, in good faith, inaccordance with the preceding sentence shall be final and binding upon holders of Grants and upon the Company. 

 
9.Change in Control
In the event of a Change inControl: (a) if determined by the Committee in the applicable Grant Agreement or otherwise determined by the Committee in its sole discretion, any outstanding Grants then held by Participants which are unexercisable or otherwise unvested orsubject to lapse restrictions may automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be, as of immediately prior to such Change in Control and (b) the Committee may, to the extentdetermined by the Committee to be permitted under Section 409A of the Code, but shall not be obligated to: (i) cancel such awards for fair value (as determined in the sole discretion of the Committee) which, in the case of Stock Optionsand Stock Appreciation Rights, shall equal the excess, if any, of the value of the consideration to be paid in the Change in Control transaction to holders of the same number of Shares subject to such Stock Options or Stock Appreciation Rights (or,if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Stock Options or Stock Appreciation Rights) over the aggregate option price of such Stock Options or the aggregate exercise price of such StockAppreciation Rights, as the case may be; (ii) provide for the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected Grants previously granted hereunder, as determined by the Committee inits sole discretion; or (iii) provide that for a period of at least ten business days prior to the Change in Control, any Stock Options or Stock Appreciation Rights shall be exercisable as to all Shares subject thereto and that upon theoccurrence of the Change in Control, such Stock Options or Stock Appreciation Rights shall terminate and be of no further force and effect. 

 
10.Amendment and Termination
(a) The Committee shallhave the authority to make such amendments to any terms and conditions applicable to outstanding Grants as are consistent with this Plan, provided that any amendment (i) that materially disadvantages the Participant shall not beeffective, unless and until the Participant has consented thereto in writing and (ii) that disadvantages the Participant in more than a de minimis way but less than a material way shall require the consent of Participants holding a majority ofthe equity interests held by the Participants, except in each case as such modification is provided for or contemplated in the terms of the Grant or this Plan. 

 

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(b) The Board may amend, suspend or terminate the Plan, except that no such action, other than anaction under Section 8, 9 or 10(c) hereof, may be taken which would, without stockholder approval, increase the aggregate number of Shares available for Grants under the Plan, decrease the price of outstanding Grants, change the requirementsrelating to the Committee, or extend the term of the Plan. However, any such action (i) that materially disadvantages the Participant shall not be effective, unless and until the Participant has consented thereto in writing and (ii) thatdisadvantages the Participant in more than a de minimis way but less than a material way shall require the consent of Participants holding a majority of the equity interests held by the Participants, except as such modification is provided for orcontemplated in the terms of the Grant or this Plan. 

(c) This Plan is intended to comply with Section 409A of the Code and will beinterpreted in a manner intended to comply with Section 409A of the Code. Notwithstanding anything herein to the contrary, (i) if at the time of the Participant’s termination of employment with any Service Recipient the Participant isa “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to preventthe imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefitsultimately paid or provided to the Participant) until the date that is six months and one day following the Participant’s termination of employment with all Service Recipients (or the earliest date as is permitted under Section 409A of theCode), if such payment or benefit is payable upon a termination of employment and (ii) if any other payments of money or other benefits due to the Participant hereunder would cause the application of an accelerated or additional tax underSection 409A of the Code, such payments or other benefits shall be deferred, if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured,to the extent possible, in a manner, reasonably determined by the Board in consultation with the Participant, that does not cause such an accelerated or additional tax or result in an additional cost to the Company (without any reduction in suchpayments or benefits ultimately paid or provided to the Participant). 

 
11.Governing Law; International Participants
(a)This Plan shall be governed by and construed in accordance with the laws of the State of Texas applicable therein. 

(b) With respect toParticipants who reside or work outside the United States of America, the Committee may, in its sole discretion, amend the terms of the Plan or awards with respect to such Participants in order to conform such terms with the requirements of locallaw or to obtain more favorable tax or other treatment for a Participant, the Company or any other Service Recipient. 

 
12.Withholding Taxes
The Company shall have theright to deduct from any payment made under the Plan any federal, state or local income or other taxes required by law to be withheld with respect to such payment. It shall be a condition to the obligation of the Company to deliver Shares upon theexercise of a Stock Option that the Participant pays to the Company such amount as may be requested by the Company for the purpose of satisfying any liability for such withholding taxes. 

 

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13.Effective Date and Termination Dates
The Planshall be effective on December 20, 2007 and shall terminate ten years later, subject to earlier termination by the Board pursuant to Section 10. 

 

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