**Exhibit 10.2.10**

**CALPINE CORPORATION**

**CHANGE IN CONTROL AND SEVERANCE**

**BENEFITS PLAN**

Calpine Corporation, a Delaware corporation (the “Company”) has adopted the Calpine Corporation Change in Control and Severance Benefits Plan (the “Plan’”) for the benefit ofcertain Participant employees of the Company and its subsidiaries, on the terms and conditions hereinafter stated. The Plan is intended to help retain qualified employees, maintain a stable work environment and provide financial security to certainParticipant employees of the Company in the event of a Change in Control and in the event of a termination of employment in connection with or without a Change in Control. The Plan, as a “severance pay arrangement” within the meaning ofsection 3(2)(B)(i) of ERISA, is intended to be excepted from the definitions of “employee pension benefit plan” and “pension plan” set forth under Section 3(2) of ERISA, and is intended to meet the descriptive requirementsof a plan constituting a “severance pay plan” within the meaning of regulations published by the Secretary of Labor at Title 29, Code of Federal Regulations ss. 2510.3-2(b). 

**ARTICLE I**

**DEFINITIONS AND INTERPRETATIONS**

Section 1.01 Definitions. Capitalized terms used in this Plan shall have the following respective meanings,except as otherwise provided or as the context shall otherwise require: 

“Annual Salary” shall mean the base salarypaid to a Participant immediately prior to his or her Termination Date on an annual basis exclusive of any bonus payments or additional payments under any Benefit Plan. 

“Benefit Plan” shall mean any “employee benefit plan” (including any employee benefit plan within the meaning of Section 3(3) of ERISA); program, arrangement or practicemaintained, sponsored or provided by the Company, including those relating to compensation, bonuses, profit-sharing, stock option, or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurancecoverage (including any self-insured arrangements) health or medical benefits, disability benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (includingcompensation, pension, health, medical or life insurance or other benefits). 

“Board” means the Board of Directorsof the Company. 

“Cause” shall have the meaning set forth in any individual employment, severance or similaragreement between the Company and a Participant, or in the event that a Participant is not party to such an agreement, Cause shall mean: 

(i) the Participant’s act of fraud, dishonesty, misappropriation, or embezzlement with respect to the Company; 

(ii) the Participant’s conviction of, or plea of guilty or no contestto, any felony; 

(iii) the Participant’s violation of the Company’s drug policy or anti-harassmentpolicy; 

(iv) the Participant’s admission of liability of, or finding by a court or the SEC (or a similaragency of any applicable state) of liability for, the violation of any “Securities Laws” (as hereinafter defined) (excluding any technical violations of the Securities Laws which are not criminal in nature). As used herein, the term“Securities Laws” means any Federal or state law, rule or regulation governing the issuance or exchange of securities, including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934 and the rules andregulations promulgated thereunder; 

(v) the Participant’s failure after reasonable prior written noticefrom the Company to comply with any valid and legal directive of the Chief Executive Officer or the Board that is not remedied within thirty (30) days of the Participant being provided written notice thereof from the Company or theParticipant’s gross negligence in performance, or willful non-performance, of any of the Participant’s duties and responsibilities with respect to the Company that is not remedied within thirty (30) days of the Participant beingprovided written notice thereof from the Company; or 

(vi) other than as provided in clauses (i) through(v) above, the Participant’s material breach of any material provision of this Plan that is not remedied within thirty (30) days of the Participant being provided written notice thereof. 

The Participant shall not have acted in a “willful” manner if the Participant acted, or failed to act, in a mannerthat he believed in good faith to be in, or not opposed to, the best interests of the Company. Cause shall be determined by the Governance and Nominating Committee of the Board in its sole discretion. 

“Change in Control” shall mean: 

(i) the acquisition (other than from the Company) by any person, entity or “group” (within the meaning of Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, but excluding, forthis purpose, the Company or its subsidiaries, or any employee benefit plan of the Company or its subsidiaries which acquires beneficial ownership of voting securities of the Company) of beneficial ownership (within the meaning of Rule 13d-3promulgated under the Securities Exchange Act of 1934) of a majority of either the then-outstanding shares of Common Stock or the combined voting power of the Company’s then-outstanding voting securities entitled to vote generally in theelection of directors; or 

(ii) individuals who, as of the Effective Date, constitute the Board of Directors(as of such date, the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any person becoming a director subsequent to such date whose election, or nomination for election, wasapproved by a vote of at least a majority of the directors then constituting the Incumbent Board or was

 

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effected in satisfaction of a contractual requirement that was approved by at least a majority of the directors when constituting the Incumbent Board (in each case, other than an election ornomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company) shall be, for purposes of this Section 16(b), considered asthough such person were a member of the Incumbent Board; or 

(iii) consummation of a reorganization, merger,consolidation or share exchange, in each case with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger, consolidation or share exchange do not, immediately thereafter, own more than 50%of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged, consolidated or other surviving entity’s then-outstanding voting securities, or approval by the stockholders of the Company of aliquidation or dissolution of the Company or consummation of the sale of all or substantially all of the assets of the Company (determined on a consolidated basis). 

“COBRA” shall mean Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. 

“Code” shall mean the Internal Revenue Code of 1986, as amended. Reference in this Plan to any section of the Code shall be deemed to include any amendments or successor provisions to suchsection and any regulations under such section. 

“Common Stock” means common stock of the Company. 

“Compensation Committee” shall mean the Compensation Committee of the Board. 

“Disability” shall have the meaning set forth in Section 409A(a) (2) (C) of the Code. 

“Effective Date” shall mean the “effective date” of the Company’s “Joint Plan of Reorganization Pursuant toChapter 11 of the United States Bankruptcy Code Dated August 27, 2007.” 

“ERISA” shall mean the EmployeeRetirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder. 

“ExchangeAct” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 

“Good Reason” shall mean, when used with reference to any Participant, any of the following actions or failures to act, but in each case only if it occurs while such Participant is employed by the Company and then only if it isnot consented to by such Participant in writing: 

(i) assignment of a position that is of a lesser rank thanheld by the Participant prior to the assignment and that results in such Participant ceasing to be an executive officer of a company with securities registered under the Securities Exchange Act of 1934; 

 

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(ii) a material reduction in such Participant’s base salary or targetbonus opportunity (including an adverse change in performance criteria or a decrease in ultimate target bonus opportunity) in effect the day prior to the Effective Date; or 

(iii) any change of more than fifty (50) miles in the location of the principal place of employment of such Participantimmediately prior to the effective date of such change. 

For purposes of this definition, none of the actions described inclauses (i) and (ii) above shall constitute “Good Reason” with respect to any Participant if it was an isolated and inadvertent action not taken in bad faith by the Company and if it is remedied by the Company within thirty(30) days after receipt of written notice thereof given by such Participant (or, if the matter is not capable of remedy within thirty (30) days, then within a reasonable period of time following such thirty (30) day period, providedthat the Company has commenced such remedy within said thirty (30) day period); provided that “Good Reason” shall cease to exist for any action described in clauses (i) through (iii) above on the sixtieth (60th) dayfollowing the later of the occurrence of such action or the Participant’s knowledge thereof, unless such Participant has given the Company written notice thereof prior to such date. 

“Participant” shall mean an employee of the Company who is included on Schedule A hereto, as that schedule may be amended inaccordance with Section 2.01. 

“Plan” shall mean this Calpine Corporation Change in Control and SeveranceBenefits Plan, as amended, supplemented or modified from time to time in accordance with its terms. 

“Potential Change inControl” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: 

(i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; or 

(ii) the Company or any person, entity or “group” (within the meaning of Sections 13(d)(3) or 14(d)(2) of theExchange Act, but excluding, for this purpose, the Company or its subsidiaries, or any employee benefit plan of the Company or its subsidiaries which acquires beneficial ownership of voting securities of the Company) publicly announces an intentionto take or to consider taking actions which, if consummated, would constitute a Change in Control; or 

(iii)the acquisition (other than from the Company) by any person, entity or “group” (within the meaning of Sections 13(d)(3) or 14(d)(2) of the Exchange Act, but excluding, for this purpose, the Company or its subsidiaries, or any employeebenefit plan of the Company or its subsidiaries which acquires beneficial ownership of voting securities of the Company) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifteen (15%) or more ofeither the then-outstanding shares of Common Stock or the combined voting power of the Company’s then-outstanding voting securities entitled to vote generally in the election of Directors; or 

 

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(iv) the Compensation Committee adopts a resolution to the effect that aPotential Change in Control has occurred. 

“Successor” shall mean a successor to all or substantially all of thebusiness, operations or assets of the Company. 

“Termination Date” shall mean, with respect to any Participant, thetermination date specified in the Termination Notice delivered by such Participant to the Company in accordance with Section 2.02 or as set forth in any Termination Notice delivered by the Company, or as applicable, the Participant’s dateof death or a Tier 1 Participant’s voluntary termination under Section 5.01. 

“Termination Notice” shallmean, as appropriate, written notice from (a) a Participant to the Company purporting to terminate such Participant’s employment for Good Reason in accordance with Section 2.02 or (b) the Company to any Participant purporting toterminate such Participant’s employment for Cause or Disability in accordance with Section 2.03. 

“Tier 1Participant” shall mean each Participant designated in Schedule A hereto as a Tier 1 Participant, as that schedule may be amended in accordance with section 2.01. 

“Tier 2 Participant” shall mean each Participant designated in Schedule A hereto as a Tier 2 Participant, as that schedule may be amended in accordance with Section 2.01. 

“Tier 3 Participant” shall mean each Participant designated in Schedule A hereto as a Tier 3 Participant, as that schedule may beamended in accordance with Section 2.01. 

“Tier 4 Participant” shall mean each Participant designated inSchedule A hereto as a Tier 4 Participant, as that schedule may be amended in accordance with Section 2.01. 

Section 1.02 Interpretation. In this Plan, unless a clear contrary intention appears, (a) the words “herein,” “hereof” and “hereunder” refer to this Plan as a whole and not to any particularArticle, Section or other subdivision, (b) reference to any Article or Section, means such Article or Section hereof and (c) the words “including” (and with correlative meaning “include”) means including, withoutlimiting the generality of any description preceding such term. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. 

**ARTICLE II**

**ELIGIBILITY AND BENEFITS**

Section 2.01 Eligible Employees. 

(a) An employee of the Company shall be a “Participant” in the Plan during each calendar year (or partial calendar year) for whichhe or she has been designated as a Participant (and in the Tier so designated) by the Compensation Committee and for each succeeding calendar year, unless the Participant is given written notice by October 31 of the preceding year of thedetermination of the Compensation Committee that such Participant shall

 

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cease to be a Participant or shall participate in a different Tier for such succeeding calendar year. Notwithstanding the foregoing, a Participant may not be removed from the Plan, nor placed ina lower tier (with Tier 1 being the highest Tier and Tier 4 being the lowest Tier), during the pendency of, or within six (6) months following, a Potential Change in Control or within two years following a Change in Control. 

(b) This Plan is only for the benefit of Participants, and no other employees, personnel, consultants or independent contractors shall beeligible to participate in this Plan or to receive any rights or benefits hereunder. 

Section 2.02 Termination Noticesfrom Participants. For purposes of this Plan, in order for any Participant to terminate his or her employment for Good Reason, such Participant must give a Termination Notice to the Company, which notice shall be signed by such Participant,shall be dated the date it is given to the Company, shall specify the Termination Date and shall state that the termination is for Good Reason and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for suchGood Reason. Any Termination Notice given by a Participant that does not comply in all material respects with the foregoing requirements as well as the “Good Reason” definition provisions set forth in Section 1.01 shall be invalid andineffective for purposes of this Plan. If the Company receives from any Participant a Termination Notice that it believes is invalid and ineffective as aforesaid, it shall promptly notify such Participant of such belief and the reasons therefor. Anytermination of employment by the Participant that either does not constitute Good Reason or fails to meet the Termination Notice requirements set forth above shall be deemed a termination by the Participant without Good Reason. 

Section 2.03 Termination Notices from Company. For purposes of this Plan, in order for the Company to terminate anyParticipant’s employment for Cause, the Company must give a Termination Notice to such Participant, which notice shall be dated the date it is given to such Participant, shall specify the Termination Date and shall state that the termination isfor Cause and shall set forth in reasonable detail the particulars thereof. For purposes of this Plan, in order for the Company to terminate any Participant’s employment for Disability, the Company must give a Termination Notice to suchParticipant, which notice shall be dated the date it is given to such Participant, shall specify the Termination Date and shall state that the termination is for Disability and shall set forth in reasonable detail the particulars thereof. AnyTermination Notice given by the Company that does not comply, in all material respects, with the foregoing requirements shall be invalid and ineffective for purposes of this Plan. Any Termination Notice purported to be given by the company to anyParticipant after the death or retirement of such Participant shall be invalid and ineffective. 

 

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**ARTICLE III**

**CHANGE IN CONTROL BENEFITS**

Section 3.01Accelerated Vesting of Equity. Upon the occurrence of a Change in Control, notwithstanding the provisions of any Benefit Plan or agreement (except as provided in this Section 3.01): 

(a) each outstanding option to purchase Company Common Stock (each, a “Stock Option”) shall become automatically vested andexercisable and 

(i) in the case of those Stock Options outstanding as of the Effective Date, shall remainexercisable by such Participant until the later of the 15th day of the third month following the date at which, or December 31 of the calendar year in which, the Stock Option would have otherwise expired, but in no event beyond the originalterm of such Stock Option; and 

(ii) in the case of all Stock Options granted to a Participant after theEffective Date, shall remain exercisable by such Participant for a period of (x) three years in the case of a Tier 1 Participant, (y) two years in the case of a Tier 2 Participant or (z) one year in the case of a Tier 3 Participant,beyond the date at which the Stock Option would have otherwise expired, but in no event beyond the original term of such Stock Option; 

(b) the vesting restrictions on all other awards relating to Common Stock (including but not limited to restricted stock, restricted stock units and stock appreciation rights) held by a Participant shall immediately lapse and in the case ofrestricted stock units and stock appreciation rights shall become immediately payable. 

**ARTICLE IV**

**SEVERANCE AND RELATED BENEFITS**

**WHICH ARE NOT IN CONNECTION WITH**

**A CHANGE IN CONTROL**

Section 4.01 Termination of Employment. In the event that a Participant’s employment is terminated(i) by the Participant for Good Reason or (ii) by the Company without Cause, then in each case, such Participant (or his or her beneficiary) shall be entitled to receive, and the Company shall be obligated to pay to the Participant,subject to Sections 4.02 through 4.03 and Section 7.15 hereof: 

(a) In the case of a Tier 1 Participant, (i) a lumpsum payment within sixty (60) days following such Participant’s Termination Date in an amount equal to 2.0 times the sum of (A) the Participant’s highest Annual Salary in the three years preceding the Termination Date plus(B) the Participant’s highest target bonus for the year of termination; plus (ii) a lump sum payment equal to all unused vacation time accrued by such Participant as of the Termination Date under the Company’s vacation policyplus (iii) all accrued but unpaid compensation earned by such Participant as of the Termination Date to be paid by the Company as soon as practicable following the Termination Date ((ii) and (iii), together referred to herein as the“Accrued Obligations”). In addition, for a period of twenty-four months following the Termination Date, such Participant and his or her dependents shall continue to be covered by all health care, medical and dental insurance plans andprograms (excluding disability) maintained by the Company under which the Participant was covered immediately prior to the Termination Date (collectively the “Continued Health Care Benefits”) at the same cost sharing between the Companyand Participant as a similarly situated active employee, and the Continued Health Care Benefits shall be provided concurrently with any health care benefit required under COBRA. 

 

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(b) In the case of a Tier 2 Participant, (i) a lump sum payment within sixty(60) days following such Participant’s Termination Date in an amount equal to 1.5 times the sum of (A) the Participant’s highest Annual Salary in the three years preceding the Termination Date plus (B) the Participant’shighest target bonus for the year of termination; plus (ii) payment of all Accrued Obligations as soon as practicable following the Termination Date. In addition, for a period of eighteen months following the Termination Date, such Participantand his or her dependents shall receive Continued Health Care Benefits at the same cost sharing between the Company and Participant as a similarly situated active employee, and the Continued Health Care Benefit shall be provided concurrently withany health care benefit required under COBRA. 

(c) In the case of a Tier 3 Participant, (i) a lump sum payment withinsixty (60) days following such Participant’s Termination Date in an amount equal to 1.5 times the sum of (A) the Participant’s highest Annual Salary in the three years preceding the Termination Date plus (B) theParticipant’s highest target bonus for the year of termination; plus (ii) payment of all Accrued Obligations as soon as practicable following the Termination Date. In addition, for a period of eighteen months following the TerminationDate, such Participant and his or her dependents shall receive Continued Health Care Benefits at the same cost sharing between the Company and Participant as a similarly situated active employee, and the Continued Health Care Benefit shall beprovided concurrently with any health care benefit required under COBRA. 

(d) In the case of a Tier 4 Participant, (i) alump sum payment within sixty (60) days following such Participant’s Termination Date in an amount equal to the sum of (A) the Participant’s highest Annual Salary in the three years preceding the Termination Date plus(B) the Participant’s highest target bonus for the year of termination; plus (ii) payment of all Accrued Obligations as soon as practicable following the Termination Date. In addition, for a period of twelve months following theTermination Date, such Participant and his or her dependents shall receive Continued Health Care Benefits at the same cost sharing between the Company and Participant as a similarly situated active employee, and the Continued Health Care Benefitshall be provided concurrently with any health care benefit required under COBRA. 

(e) Notwithstanding anything herein to thecontrary, if a Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code (“Specified Employee”), then any severance payment as set forth in Section 4.01(a), (b), (c) and(d) above which is not otherwise exempt from Section 409A of the Code shall be paid during a 30 day period which commences on the date which is the day after the six month anniversary of such Specified Employee’s Termination Date. Inany event, all Accrued Obligations shall be paid to the Participant as soon as practicable following the Termination Date and no later than sixty (60) days following the Termination Date. Except as provided below with respect to a SpecifiedEmployee, the payment of any health or medical claims for the health and medical coverage provided in Sections 4.01(a), (b), (c) and (d) shall be made to a Participant as soon as administratively practicable after the Participant hasprovided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstandinganything herein to the contrary, to the extent required by Section

 

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409A of the Code: (1) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Plan during a calendar year may not affect the medical claimseligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Plan shall not be subject to liquidation or exchange for another benefit. Withrespect to a Specified Employee during the six month period commencing the date after the Specified Employee’s Termination Date, the cost of any health or medical claims for health and medical coverage provided in this Section 4.01 whichare not otherwise exempt from Section 409A of the Code shall be paid by the Specified Employee to the health and medical service provider and reimbursed by the Company after the completion of such six month period but no later than the last dayof the calendar year following the calendar year in which such health and medical expenses were incurred. 

(f) EachParticipant whose termination of employment entitles him or her to severance pay as set forth in 4.01 (a), (b), (c) and (d) above shall be entitled to receive outplacement benefits from the Company at its expense beginning on aParticipant’s Termination Date and ending on the monthly anniversary date of such Termination Date as set forth below: 

 

**Participant**
  
**Monthly Anniversary Date**

**of the Termination Date**
Tier 1  24 MonthTier 2  18 MonthTier 3  18 MonthTier 4  12 Month
Except asprovided below with respect to a Specified Employee, the payment of any outplacement benefits provided in this Section 4.01(f) shall be made to a Participant as soon as administratively practicable after the Participant has provided theappropriate claim documentation, but in no event shall the payment for any such outplacement benefits be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything hereinto the contrary, to the extent required by Section 409A of the Code: (1) the amount of outplacement benefits eligible for reimbursement or to be provided as an in-kind benefit under this Plan during a calendar year may not affect theoutplacement benefits eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Plan shall not be subject to liquidation or exchange foranother benefit. With respect to a Specified Employee during the six month period commencing the date after the Specified Employee’s Termination Date, the cost of any outplacement benefits provided in this Section 4.01(f) which are nototherwise exempt from Section 409A of the Code shall be paid by the Specified Employee to the outplacement service provider and reimbursed by the Company after the completion of such six month period but no later than the last day of thecalendar year following the calendar year in which such outplacement benefits were incurred. 

 

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Section 4.02 Condition to Receipt of Severance Benefits. As a condition toreceipt of any payment or benefits under this Article IV, such Participant must enter into a Non-Solicitation, Non-Disclosure, Non-Disparagement and Release Agreement with the Company and its affiliates in the form then currently used by the Companywhich terminates on the monthly anniversary date of each Participant’s Termination Date as set forth below: 

 

**Participant**
  
**Monthly Anniversary Date**

**of the Termination Date**
Tier 1  24 MonthTier 2  18 MonthTier 3  18 MonthTier 4  12 Month
Section 4.03Limitation of Benefits. 

(a) Anything in this Plan to the contrary notwithstanding, the Company’s obligation toprovide the Continued Benefits shall cease if and when the Participant becomes employed by a third party that provides such Participant with substantially comparable health and welfare benefits. 

(b) Any amounts payable under this Plan shall be in lieu of and not in addition to any other severance or termination payment under anyother plan or agreement with the Company. Without limiting the generality of the foregoing, in the event that a Participant becomes entitled to any payment under this Plan, such Participant shall not be entitled to receive any payment under anyCompany severance plan. As a condition to receipt of any payment under this Plan, the Participant shall waive any entitlement to any other severance or termination payment by the Company. 

**ARTICLE V**

**SEVERANCE AND RELATED TERMINATIONBENEFITS**

**WHICH ARE IN CONNECTION WITH A CHANGE IN CONTROL**

Section 5.01 Termination of Employment. In the event that a Participant’s employment is terminated within twenty-fourmonths following a Change in Control or within three (3) months following a Potential Change in Control provided that a Change in Control occurs within six (6) months following such Potential Change in Control, and upon the occurrence of(i) a Tier 1 Participant’s termination of employment for any reason other than by the Company for Cause or (ii) a Tier 2 Participant’s, Tier 3 Participant’s or Tier 4 Participant’s (a) termination of his or heremployment for Good Reason or (B) a Tier 2 Participant’s, Tier 3 Participant’s or Tier 4 Participant’s employment being terminated by the Company without Cause, then in each case, such Participant (or his or her beneficiary)shall be entitled to receive, and the Company shall be obligated to pay to the Participant, subject to Sections 5.03 through 5.04 and Section 7.15 hereof: 

(a) In the case of a Tier 1 Participant, (i) a lump sum payment within sixty (60) days following such Participant’s Termination Date in an amount equal to 2.99 times the sum of (A) theParticipant’s highest Annual Salary in the three years preceding the Termination Date plus (B) the Participant’s highest target bonus for the year of termination or for the year in which the Change in Control occurred, whichever islarger; plus (ii) payment of all Accrued Obligations as soon as practicable following the Termination Date. In addition, for a period of thirty-six months following the Termination Date, such Participant and his or her dependents shall receiveContinued Health Care Benefits at the same cost sharing between the Company and Participant as a similarly situated active employee, and the Continued Health Care Benefit shall be provided concurrently with any health care benefit required underCOBRA. 

 

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(b) In the case of a Tier 2 Participant, (i) a lump sum payment within sixty(60) days following such Participant’s Termination Date in an amount equal to 2.99 times the sum of (A) the Participant’s highest Annual Salary in the three years preceding the Termination Date plus (B) theParticipant’s highest target bonus for the year of termination or for the year in which the Change in Control occurred, whichever is larger; plus (ii) payment of all Accrued Obligations as soon as practicable following the TerminationDate. In addition, for a period of thirty-six months following the Termination Date, such Participant and his or her dependents shall receive Continued Health Care Benefits at the same cost sharing between the company and Participant as a similarlysituated active employee, and the Continued Health Care Benefit shall be provided concurrently with any health care benefit required under COBRA. 

(c) In the case of a Tier 3 Participant, (i) a lump sum payment within sixty (60) days following such Participant’s Termination Date in an amount equal to 2.99 times the sum of (A) theParticipant’s highest Annual Salary in the three years preceding the Termination Date plus (B) the Participant’s highest target bonus for the year of termination or for the year in which the Change in Control occurred, whichever islarger; plus (ii) payment of all Accrued Obligations as soon as practicable following the Termination Date. In addition, for a period of thirty-six months following the Termination Date, such Participant and his or her dependents shall receiveContinued Health Care Benefits at the same cost sharing between the Company and Participant as a similarly situated active employee, and the Continued Health Care Benefit shall be provided concurrently with any health care benefit required underCOBRA. 

(d) In the case of a Tier 4 Participant, (i) a lump sum payment within sixty (60) days following suchParticipant’s Termination Date in an amount equal to 1.99 times the sum of (A) the Participant’s highest Annual Salary in the three years preceding the Termination Date plus (B) the Participant’s highest target bonus for theyear of termination or for the year in which the Change in Control occurred, whichever is larger; plus (ii) payment of all Accrued Obligations as soon as practicable following the Termination Date. In addition, for a period of twenty-fourmonths following the Termination Date, such Participant and his or her dependents shall receive Continued Health Care Benefits at the same cost sharing between the Company and Participant as a similarly situated active employee, and the ContinuedHealth Care Benefit shall be provided concurrently with any health care benefit required under COBRA. 

 

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(e) Notwithstanding anything herein to the contrary, if a Participant is a SpecifiedEmployee, then any severance payment as set forth in Sections 5.01(a), (b), (c) and (d) above which is not otherwise exempt from Section 409A of the Code shall be paid during a 30 day period which commences on the date which is theday after the six month anniversary of such Specified Employee’s Termination Date. In any event, all Accrued Obligations shall be paid to the Participant as soon as practicable following the Termination Date and no later than sixty(60) days following the Termination Date. Except as provided below with respect to a Specified Employee, the payment of any health or medical claims for the health and medical coverage provided in Sections 5.01(a), (b), (c) and(d) shall be made to a Participant as soon as administratively practicable after the Participant has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than thelast day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A of the Code: (1) the amount of medical claims eligible forreimbursement or to be provided as an in-kind benefit under this Plan during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right toreimbursement or in-kind benefits under this Plan shall not be subject to liquidation or exchange for another benefit. With respect to a Specified Employee, during the six month period commencing the date after the Specified Employee’sTermination Date, the cost of any health or medical claims for health and medical coverage provided in this Section 5.01 which are not otherwise exempt from Section 409A of the Code shall be paid by the Specified Employee to the health andmedical service provider and reimbursed by the Company after the completion of such six month period but no later than the last day of the calendar year following the calendar year in which such health and medical expenses were incurred. 

(f) Each Participant whose termination of employment entitles him or her to severance pay as set forth in 5.01 (a), (b), (c) and(d) above shall be entitled to receive outplacement benefits from the Company at its expense beginning on a Participant’s Termination Date and ending on the monthly anniversary date of such Termination Date as set forth below: 

 

**Participant**
  
**Monthly Anniversary Date**

**of the Termination Date**
Tier 1  24 MonthTier 2  18 MonthTier 3  18 MonthTier 4  12 Month
Except asprovided below with respect to a Specified Employee, the payment of any outplacement benefits provided in this Section 5.01(f) shall be made to a Participant as soon as administratively practicable after the Participant has provided theappropriate claim documentation, but in no event shall the payment for any such outplacement benefits be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything hereinto the contrary, to the extent required by Section 409A of the Code: (1) the amount of outplacement benefits eligible for reimbursement or to be

 

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provided as an in-kind benefit under this Plan during a calendar year may not affect the outplacement benefits eligible for reimbursement or to be provided as an in-kind benefit in any othercalendar year, and (2) the right to reimbursement or in-kind benefits under this Plan shall not be subject to liquidation or exchange for another benefit. With respect to a Specified Employee, during the six month period commencing the dateafter the Specified Employee’s Termination Date, the cost of any outplacement benefits provided in this Section 5.01(f) which are not otherwise exempt from Section 409A of the Code shall be paid by the Specified Employee to theoutplacement service provider and reimbursed by the Company after the completion of such six month period but no later than the last day of the calendar year following the calendar year in which such outplacement benefits were incurred. 

Section 5.02 Golden Parachute Tax. 

(a) If any benefit or payment by the Company or its subsidiaries to a Tier 1, Tier 2, or Tier 3 Participant (whether paid or payable or distributed or distributable pursuant to the terms of this Plan orotherwise, including any acceleration of vesting or payment) (a “Payment”) is determined to be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by such Tier 1, Tier 2, or Tier 3Participant with respect to such excise tax (such excise tax, together with any such interest and penalties, being herein collectively referred to as the “Excise Tax”), then the Tier 1, Tier 2, or Tier 3 Participant shall be entitled toreceive an additional payment (the “Gross-Up Payment”) in an amount such that the net amount of such additional payment retained by Executive, after payment of all federal, state and local income and employment taxes (including, withoutlimitation, any federal, state, and local income and employment taxes and Excise Tax imposed on the Gross-Up Payment), shall be equal to the Excise Tax imposed on the Payment. The payment of any Gross-Up Payment shall be made prior to the date theTier 1, Tier 2, or Tier 3 Participant is to remit the Excise Tax as provided under the Code. 

(b) Anything in this Plan to thecontrary notwithstanding, in the event it shall be determined that any Payment would be subject to the Excise Tax, then in the case of a Tier 4 Participant, after taking into account any reduction in the Payments provided by reason of section 280Gof the Code in such other plan, arrangement or agreement, the cash severance payments shall first be reduced, and the noncash severance payments shall thereafter be reduced, to the extent necessary so that no portion of the Payments is subject tothe Excise Tax but only if (A) the net amount of such Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Payments and after taking into account the phase out of itemizeddeductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Payments without such reduction (but after subtracting the net amount of federal, state and local incometaxes on such Total Payments and the amount of Excise Tax to which the Tier 4 Participant would be subject in respect of such unreduced Payments and after taking into account the phase out of itemized deductions and personal exemptions attributableto such unreduced Payments); provided, however, that the Tier 4 Participant may elect to have the noncash severance payments reduced (or eliminated) prior to any reduction of the cash severance payments. 

(c) Subject to the provisions of Section 5.02(d) hereto, all determinations required to be made under this Section 5.02, includingwhether and when a Gross-Up Payment is

 

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required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent accounting firm of nationally recognizedstanding selected by the Company and which is not serving as accountant or auditor for the Company or the individual, entity or group effecting the Change in Control (the “Accounting Firm”), which shall provide detailed supportingcalculations both to the Company and the Participant within 30 business days of the receipt of the notice from the Participant that there has been a Payment or such earlier time as is requested by the Company. All fees and expenses of the AccountingFirm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Participant. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initialdetermination by the Accounting Firm hereunder, it is possible that Gross-Up Payments will not have been made by the Company which should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. Inthe event that the Company exhausts its remedies pursuant to Section 5.02(d) hereof and a Tier 1, Tier 2, or Tier 3 Participant thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of theUnderpayment that has occurred and the amount of the Underpayment shall be promptly paid by the Company to or for the benefit of the Tier 1, Tier 2, or Tier 3 Participant. 

(d) A Tier 1, Tier 2, or Tier 3 Participant shall notify the Company in writing of any claim by the Internal Revenue Service that, ifsuccessful, would require the payment by the Company of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after a Tier 1, Tier 2, or Tier 3 Participant is informed in writing of suchclaim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. A Tier 1, Tier 2, or Tier 3 Participant shall not pay such claim prior to the expiration of the 30-day period following thedate on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies a Tier 1, Tier 2, or Tier 3 Participant in writing prior to theexpiration of such period that it desires to contest such claim, a Tier 1, Tier 2, or Tier 3 Participant shall: 

(i) give the Company any information reasonably requested by the Company relating to such claim; 

(ii)take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including without limitation, accepting legal representation with respect to such claim by an attorney reasonablyselected by the Company; 

(iii) cooperate with the Company in good faith in order to effectively contest suchclaim; and 

(iv) permit the Company to participate in any proceedings relating to such claim; provided,however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold a Tier 1, Tier 2, or Tier 3 Participant harmless, on anafter-tax basis, for any Excise Tax or federal, state and local income and employment tax (including interest and penalties with respect thereto) imposed as a result of such

 

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representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 5.02(d), the Company shall control all proceedings taken in connection withsuch contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct a Tier 1, Tier 2, orTier 3 Participant to pay the tax claimed and sue for a refund or to contest the claim in any permissible manner, and the Tier 1, Tier 2, or Tier 3 Participant agrees to prosecute such contest to a determination before any administrative tribunal,in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs a Tier 1, Tier 2, or Tier 3 Participant to pay such claim and sue for a refund, the Company shalladvance the amount of such payment to the Tier 1, Tier 2, or Tier 3 Participant, on an after-tax basis, and shall hold Tier 1, Tier 2, or Tier 3 Participant harmless from any Excise Tax or federal, state or local income or employment tax (includinginterest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxesfor the taxable year of the Tier 1, Tier 2, or Tier 3 Participant with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Company’s control of the contest, however, shall be limited toissues with respect to which a Gross-Up Payment would be payable hereunder, and the Tier 1, Tier 2, or Tier 3 Participant shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any othertaxing authority. 

(e) If, after the receipt by a Tier 1, Tier 2, or Tier 3 Participant of an amount advanced by the Companypursuant to Section 5.02(d), a Tier 1, Tier 2, or Tier 3 Participant becomes entitled to receive any refund with respect to such claim, the Tier 1, Tier 2, or Tier 3 Participant shall (subject to the Company’s complying with therequirements of Section 5.02(d)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by a Tier 1, Tier 2, or Tier 3 Participant of anamount advanced by the Company pursuant to Section 5.02(d), a determination is made that the Tier 1, Tier 2, or Tier 3 Participant shall not be entitled to any refund with respect to such claim and the Company does not notify the Tier 1, Tier2, or Tier 3 Participant in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advanceshall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. 

(f) In the event that the Excise Taxis subsequently determined to be less than initially determined by the Accounting Firm, a Tier 1, Tier 2, or Tier 3 Participant shall repay to the Company at the time that the amount of such reduction in Excise Tax is determined (but, if previouslypaid to the taxing authorities, not prior to the time the amount of such reduction is refunded to the Tier 1, Tier 2, or Tier 3 Participant or otherwise realized as a benefit by a Tier 1, Tier 2, or Tier 3 Participant) the portion of the Gross-UpPayment that would not have been paid if the Excise Tax as subsequently determined had been applied in initially calculating the Gross-Up Payment, with the amount of such repayment determined by the Accounting Firm. 

 

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Section 5.03 Condition to Receipt of Severance Benefits. As a condition toreceipt of any payment or benefits under this Article V, such Participant must enter into a Non-Solicitation, Non-Disclosure, Non-Disparagement and Release Agreement with the Company and its affiliates in the form then currently used by the companywhich terminates on the monthly anniversary date of each Participant’s Termination Date as set forth below: 

 

**Participant**
  
**Monthly Anniversary Date**

**of the Termination Date**
Tier 1  36 MonthTier 2  36 MonthTier 3  36 MonthTier 4  24 Month
Section 5.04Limitation of Benefits. 

(a) Anything in this Plan to the contrary notwithstanding, the Company’s obligation toprovide the Continued Benefits shall cease if and when the Participant becomes employed by a third party that provides such Participant with substantially comparable health and welfare benefits. 

(b) Any amounts payable under this Plan shall be in lieu of and not in addition to any other severance or termination payment under anyother plan or agreement with the Company. Without limiting the generality of the foregoing, in the event that a Participant becomes entitled to any payment under this Plan, such Participant shall not be entitled to receive any payment under theCompany’s Executive Severance Plan. As a condition to receipt of any payment under this Plan, the Participant shall waive any entitlement to any other severance or termination payment by the Company. 

**ARTICLE VI**

**DISPUTE RESOLUTION**

Section 6.01 Negotiation. In case a claim, dispute or controversy shall arisebetween any Participant (or any person claiming by, through or under any Participant) and the Company (including the Compensation Committee) relating to or arising out of this Plan, either disputant shall give written notice to the other disputant(“Dispute Notice”) that it wishes to resolve such claim, dispute or controversy by negotiations, in which event the disputants shall attempt in good faith to negotiate a resolution of such claim, dispute or controversy. If the claim,dispute or controversy is not so resolved within 30 days after the effective date of the Dispute Notice (as described in section 7.08), either disputant may initiate arbitration of the claim, dispute or controversy as provided in Section 6.02,except in the case of a dispute regarding the determination of Good Reason which shall be adjudicated by the [Bankruptcy Court]. All negotiations pursuant to this Section 6.01 shall be held at the Company’s principal offices in Houston,Texas (or such other place as the disputants shall mutually agree) and shall be treated as compromise and settlement negotiations for the purposes of the federal and state rules of evidence and procedure. 

 

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Section 6.02 Arbitration. Any claim, dispute or controversy arising out of orrelating to this Plan which has not been resolved by negotiations in accordance with Section 6.01 within 30 days of the effective date of the Dispute Notice (as described in Section 7.08) shall, upon the written request of eitherdisputant, be finally settled by arbitration conducted expeditiously in accordance with the commercial arbitration rules of the American Arbitration Association regarding resolution of employment-related disputes. The arbitrator may, withoutlimitation, award injunctive relief, but shall not be empowered to award damages in excess of compensatory damages and each disputant shall be deemed to have irrevocably waived any damages in excess of compensatory damages, such as punitive damages.The arbitrator’s decision shall be final and legally binding on the disputants and their successors and assigns, and judgment by the arbitrator may be entered in any court having jurisdiction. Each party shall pay its own fees, disbursements,and costs relating to or arising out of any arbitration, provided that the Company shall pay on behalf of the Participant all fees, disbursements, and costs relating to or arising out of any arbitration in respect of any claim brought by aParticipant at any time following a Change in Control. All arbitration conferences and hearings shall be held within a thirty (30) mile radius of Houston, Texas. 

**ARTICLE VII**

**MISCELLANEOUS PROVISIONS**

Section 7.01 Cumulative Benefits. Except as provided in Sections 4.02 and 5.03, the rights and benefits provided to anyParticipant under this Plan are in addition to and shall not be a replacement of, all of the other rights and benefits provided to such Participant under any Benefit Plan or any agreement between such Participant and the Company except for anyseverance or termination benefits. 

Section 7.02 No Mitigation. No Participant shall be required to mitigate theamount of any payment provided for in this Plan by seeking or accepting other employment following a termination of his or her employment with the Company or otherwise. Except as otherwise provided in Sections 4.03 and 5.04, the amount of anypayment provided for in this Plan shall not be reduced by any compensation or benefit earned by a Participant as the result of employment by another employer or by retirement benefits. The Company’s obligations to make payments to anyParticipant required under this Plan shall not be affected by any set off, counterclaim, recoupment, defense or other claim, right or action that the Company may have against such Participant. 

Section 7.03 Amendment or Termination. The Board may amend or terminate the Plan at any time; provided, however, that the Planmay not be amended or terminated during the pendency of, or within six (6) months following, a Potential Change in Control, or within two (2) years following a Change in Control. Notwithstanding the foregoing, nothing herein shall abridgethe authority of the Compensation Committee to designate a new Participant or to determine that a Participant shall no longer be entitled to participate in the Plan in accordance with section 2.01(a) hereof. The Plan shall terminate when all of theobligations to Participants hereunder have been satisfied in full. 

Section 7.04 Enforceability. The failure ofParticipants or the Company to insist upon strict adherence to any term of the Plan on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to thatterm or any other term of the Plan. 

 

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Section 7.05 Administration. 

(a) The Compensation Committee shall have full and final authority, subject to the express provisions of the Plan, with respect todesignation of Participants and administration of the Plan, including but not limited to, the authority to construe and interpret any provisions of the Plan and to take all other actions deemed necessary or advisable for the proper administration ofthe Plan. 

(b) The Company shall indemnify and hold harmless each member of the Compensation Committee and any other employeeof the Company that acts at the direction of the Compensation Committee against any and all expenses and liabilities arising out of his or her administrative functions or fiduciary responsibilities, including any expenses and liabilities that arecaused by or result from an act or omission constituting the negligence of such member in the performance of such functions or responsibilities, but excluding expenses and liabilities that are caused by or result from such member’s oremployee’s own gross negligence or willful cause. Expenses against which such member or employee shall be indemnified hereunder shall include, without limitation, the amounts of any settlement or judgment, costs, counsel fees, and relatedcharges reasonably incurred in connection with a claim asserted or a proceeding brought or settlement thereof. 

Section 7.06 Consolidations, Mergers, Etc. In the event of a merger, consolidation or other transaction, nothing herein shall relieve the Company from any of the obligations set forth in the Plan; provided, however, that nothingin this Section 5.06 shall prevent an acquirer of or Successor to the Company from assuming the obligations, or any portion thereof, of the Company hereunder pursuant to the terms of the Plan provided that such acquirer or Successor providesadequate assurances of its ability to meet this obligation. In the event that an acquirer of or Successor to the Company agrees to perform the Company’s obligations, or any portion thereof, hereunder, the Company shall require any person, firmor entity which becomes its Successor to expressly assume and agree to perform such obligations in writing, in the same manner and to the same extent that the Company would be required to perform hereunder if no such succession had taken place.

Section 7.07 Successors and Assigns. This Plan shall be binding upon and inure to the benefit of the Company andits Successors and assigns. This Plan and all rights of each Participant shall inure to the benefit of and be enforceable by such Participant and his or her personal or legal representatives, executors, administrators, heirs and permitted assigns.If any Participant should die while any amounts are due and payable to such Participant hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to such Participant’s devisees,legatees or other designees or, if there be no such devisees, legatees or other designees, to such Participant’s estate. No payments, benefits or rights arising under this Plan may be assigned or pledged by any Participant, except under thelaws of descent and distribution. 

 

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Section 7.08 Notices. All notices and other communications provided for in thisPlan shall be in writing and shall be sent, delivered or mailed, addressed as follows: (a) if to the Company, at the Company’s principal office address or such other address as the Company may have designated by written notice to allParticipants for purposes hereof, directed to the attention of the General Counsel, and (b) if to any Participant, at his or her residence address on the records of the Company or to such other address as he or she may have designated to theCompany in writing for purposes hereof. Each such notice or other communication shall be deemed to have been duly given or mailed by United States certified or registered mail, return receipt requested, postage prepaid, except that any change ofnotice address shall be effective only upon receipt. 

Section 7.09 Tax Withholding. The Company shall have theright to deduct from any payment hereunder all taxes (federal, state or other) which it is required to withhold therefrom. 

Section 7.10 No Employment Rights Conferred. This Plan shall not be deemed to create a contract of employment between any Participant and the Company and/or its affiliates. Nothing contained in this Plan shall (i) conferupon any Participant any right with respect to continuation of employment with the Company or (ii) subject to the rights and benefits of any Participant hereunder, interfere in any way with the right of the Company to terminate suchParticipant’s employment at any time. 

Section 7.11 Entire Plan. This Plan contains the entire understandingof the Participants and the Company with respect to severance arrangements maintained on behalf of the Participants by the Company. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the Participants andthe Company with respect to the subject matter herein other than those expressly set forth herein. 

Section 7.12 PriorAgreements. Except as provided in Section 7.15 below, this Plan supersedes all prior agreements, programs and understandings (including verbal agreements and understandings) between the Participants and the Company regarding the terms andconditions of Participant’s severance arrangements in the event of a Change in Control. 

Section 7.13Severability. If any provision of the Plan is, becomes or is deemed to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Plan shall not be affected thereby.

Section 7.14 Governing Law. This Plan shall be governed by and construed in accordance with the laws of the Stateof Delaware, without giving effect to its conflict of laws rules, and applicable federal law. 

Section 7.15 EmploymentAgreements. Notwithstanding anything herein to the contrary, if any Participant has entered into an employment agreement with the Company, then the severance benefits provided for in such employment agreement shall be the only severance benefitssuch Participant shall be entitled to, and the severance benefits under the employment agreement shall supersede the severance benefits provided under this Plan. 

 

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**CALPINE CORPORATION**

**CHANGE IN CONTROL AND SEVERANCE**

**BENEFITS PLAN**

**Schedule “A”**

**Tier 1 Participants**

Chief Executive Officer 

**Tier 2 Participants**

Chief OperatingOfficer 

**Tier 3 Participants**

Executive Vice Presidents 

**Tier 4 Participants**

Senior Vice Presidents 

 

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**AMENDMENT NO. 1 TO THE**

**CALPINE CORPORATION**

**CHANGE IN CONTROL ANDSEVERANCE BENEFITS PLAN**

WHEREAS, Calpine Corporation (the “Company”) maintains the Calpine CorporationChange in Control and Severance Plan (the “Plan”); 

WHEREAS, it is intended hereby to amend the Plan to clarify thatonce a Participant becomes employed by a third party and is eligible to receive health and welfare benefits (whether or not substantially comparable), the Participant must provide the Company with notice (in accordance with Section 7.08 of thePlan) of said employment and the Company’s obligation to pay for Continued Health Care Benefits (as defined by the Plan) or outplacement benefits (as described in the Plan) terminates. 

NOW, THEREFORE, and notwithstanding anything to the contrary in the Plan, the Plan is amended as follows: 

1. Article IV, Section 4.03(a) of the Plan is stricken in its entirety and replaced with the following language: 

Section 4.03 Limitation of Benefits. 

(a) Anything in this Plan to the contrary notwithstanding, once a Participant becomes employed by a third party and is eligible to receive health and welfare benefits (whether or not substantiallycomparable), the Participant must provide the Company with notice (in accordance with Section 7.08) of said employment and the Company’s obligation to pay for Continued Health Care Benefits or outplacement benefits shall cease. 

2. Article V, Section 5.04(a) is stricken in its entirety and replaced with the following language: 

Section 5.04 Limitation of Benefits. 

(a) Anything in this Plan to the contrary notwithstanding, once a Participant becomes employed by a third party and is eligible to receive health and welfare benefits (whether or not substantiallycomparable), the Participant must provide the Company with notice (in accordance with Section 7.08) of said employment and the Company’s obligation to pay for Continued Health Care Benefits or outplacement benefits shall cease. 

This Amendment shall become effective immediately. 

 

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