ex10-1.htm


     

    EXHIBIT
10.1



    December
22, 2008

    


    


    Jim D.
Deidiker

    8122
Maple Ln.

    Rogers,
Arkansas  72756

    


    


    Dear
Jim,

    


    On behalf
of Calpine Corporation, I am pleased to extend an offer of regular, full-time
employment to you for the exempt position of Senior Vice-President and Chief
Accounting Officer for Calpine located in Houston, Texas.  Details of
this offer are provided below:

    


    
      	
              Title:

            	
              Senior
      Vice-President and Chief Accounting Officer

            
	 
      	 
      
	
              Reporting
      to:

            	
              Zamir
      Rauf, Chief Financial
      Officer

            
	 
      	 
      
	
              Base
      Salary:

            	
              $
      13,076.92 paid bi-weekly (annualized at $340,000.00)

            
	 
      	 
      
	
              Annual
      Bonus Program:

            	
              You
      will be eligible to participate in the Calpine Incentive Plan (CIP), which
      provides for annual bonus based both on corporate financial results and
      individual performance. Your CIP target will be 60% of your pro-rated
      annual base wages and can be increased or decreased in accordance with the
      corporate financial results and your individual
    performance.

            
	 
      	 
      
	
              Sign-On
      Bonus:

            	
              You
      will be eligible to receive a sign-on bonus in the amount of $100,000.00.
      This payment will be made
      to you in the first or second payroll following your start date. This bonus
      is 100% refundable to Calpine should you voluntarily terminate your
      employment within twelve (12) months from your employment
      date.

            
	 
      	 
      
	
              Benefits
      Summary:

            	
              Calpine
      offers a competitive, comprehensive benefits package.  Please
      refer to the 2008 Benefits Summary which is enclosed for more
      details.

            
	 
      	 
      
	
              Relocation:

            	
              You
      are eligible for Level 4 relocation assistance.  See the
      attached relocation summary for details on your relocation
      program.  Relocation assistance must be refunded in full to
      Calpine should you voluntarily terminate your employment within twelve
      (12) months from your employment
date.

            


    

    


    We are
also recommending that you receive an equity grant associated with your becoming
a Calpine employee. This initial equity grant is based on Calpine's stock price
on the Compensation Committee approval date. The grant, if approved, will be
50,000 stock options. The grant would vest within 3 years from the grant date
and would expire after 10 years or when you leave the company, whichever comes
first. You will be advised of the decision on the grant as soon as is
administratively possible following the Compensation Committee meeting of the
Board of Directors. You will be eligible to participate in future equity grants
beginning in 2010.

    



    
      
         


      

      
         


        
          

        

      

      
         


        
          Jim
Deidiker

          12/22/2008

          Page
2

        

      

    


    This
offer does not constitute a binding contract of employment. Calpine's employment
arrangements may be terminated by either party, at will. Also, in order to be in
compliance with the Federal Immigration Law, this offer is contingent upon your
providing verification of your eligibility to work in the United
States.

    


    This
offer is contingent upon satisfactory completion of Calpine’s Pre-Employment
Background Check.

    


    Please
sign both copies of the letter, retain one for your files and return one to
Human Resources in the attached self-addressed stamped envelope. Please contact
Kathy Staudt at 713-570-4888 with any questions.

    


    Jim, we
are confident we can provide you with challenging and rewarding employment, and
look forward to your joining our team of professionals.

    


    Very
truly yours,

    


    CALPINE
CORPORATION

    


    


    


    


    /s/ Laura
D. Guthrie

    


    Laura D.
Guthrie

    Senior
Vice President, Human Resources

    


    


    Enclosures

    


    


    


    


    


    
      	
              /s/
      Jim D. Deidiker

            	 
      	
              December 30,
      2008

            
	
              Jim
      D. Deidiker

            	 
      	
              Date