Exhibit
10.2


 


EMPLOYMENT
AGREEMENT


 


Between

Mirant Corporation

and

William von Blasingame


 


THIS AGREEMENT is made as of November 28,
2005 between Mirant Corporation (the “Company”), Mirant Services, LLC (“Services”)
and William von Blasingame (“Executive”).


 


In consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


1.  Employment.  The Company and Services shall employ
Executive, and Executive hereby accepts employment with the Company and
Services, upon the terms and conditions set forth in this Agreement, for the period beginning on November 28,
2005 (the “Commencement Date”) and ending as provided in Section 4
hereof (the “Employment Period”). 
The Company shall make reasonable commercial efforts to obtain all
necessary Bankruptcy Court approvals of this Agreement promptly following the
execution hereof by Executive.


 


2.  Position
and Duties.


 


(a) During the Employment Period, Executive
shall serve as Senior Vice President and General Manager, Caribbean of the
Company. During the Employment Period, Executive shall render such
administrative, financial and other executive and managerial services to the
Company and its affiliates (the “Company Group”) as are consistent with
Executive’s position and the by-laws of the Company and as the Chief Executive
Officer (“CEO”) may from time to time reasonably direct.  Executive shall also serve for no additional
compensation or remuneration as an officer or director of such subsidiaries of
the Company as may from time to time be designated by the Board.


 


(b) During the Employment Period, Executive
shall report to the Chief Executive Officer and shall devote his best efforts
and his full business time and attention (except for permitted vacation periods
and reasonable periods of illness or other incapacity) to the business and
affairs of the Company.  Executive shall
perform his duties, responsibilities and functions to the Company hereunder to
the best of his abilities in a diligent, trustworthy, professional and
efficient manner and shall comply with the Company’s policies and procedures in
all material respects.  In performing his
duties and exercising his authority under this Agreement, Executive shall
support and implement the business and strategic plans approved from time to
time by the Board and shall support and cooperate with the Company’s efforts to
operate profitably and in conformity with the business and strategic plans approved
by the Board.  During the Employment
Period, Executive shall not serve as an officer or director of, or otherwise
perform


 





















 


services for compensation for, any other entity without the prior
written consent of the Board which
shall not be unreasonably withheld; provided, however, that the
Board hereby consents to Executive’s service on and after the Commencement Date
as a director of each of the corporations listed on Exhibit A.  Executive may serve as an officer or director
of or otherwise participate in purely educational, welfare, social, religious
and civic organizations so long as such activities do not materially interfere
with Executive’s regular performance of duties and responsibilities
hereunder.  Nothing contained herein
shall preclude Executive from (i) engaging in charitable and community
activities, (ii) participating in industry and trade organization
activities, (iii) managing his and his family’s personal investments and
affairs, and (iv) delivering lectures, fulfilling speaking engagements or
teaching at educational institutions, provided that such activities do not
materially interfere with the
regular performance of his duties and responsibilities under this Agreement.


 


3.  Compensation
and Benefits.


 


(a) The Company shall pay Executive an annual
salary (the “Base Salary”) at the rate of $285,000.00 in regular
installments in accordance with the Company’s ordinary payroll practices (in
effect from time to time), but in any event no less frequently than
monthly.  The Company will review
Executive’s Base Salary annually at such time as it reviews the base salaries
of other senior executives of the Company, beginning in 2006.


 


(a) Bonuses and Incentive Compensation.


 


(i)            Annual
Bonus.  For each fiscal year during
the Employment Period, Executive will be eligible to earn an annual bonus based
on achievement of performance criteria that are applicable to members of the
Company’s Management Council established by the Board as soon as
administratively practicable following the beginning of each such fiscal year
(the “Annual Bonus”).  The target
amount (the “Target Bonus”) of
Executive’s Annual Bonus shall equal 50% of Executive’s Base Salary (at the
annual rate in effect at the start of the fiscal year), with a maximum Annual
Bonus in an amount equal to 100% of Executive’s Base Salary (at the annual rate
in effect at the start of the fiscal year). 
For the Company’s fiscal year that includes the Commencement Date,
Executive shall receive an Annual Bonus of not less than 50% of his Base Salary,
prorated (based on number of days worked)
from the Commencement Date to the end of such fiscal year.  The Company shall pay the Annual Bonus for
each fiscal year in a single cash lump sum after the end of the Company’s
fiscal year in accordance with procedures established by the Board, but in no
event later than two and a half months following the end of such fiscal year.


 


(ii)           Emergence
Equity Grant.  The Company shall
grant Executive a combination of restricted stock units (“Restricted Stock
Units”) that are to be settled in common
stock of the Company (“Common Stock”) and options to purchase Common
Stock (“Stock Options”) with an aggregate economic value of $.1.1
million (such grant of Restricted Stock Units and Stock Options are together referred to as the “Executive LTIP”).  The $1.1 million aggregate economic value of
the Restricted Stock Units and
Stock Options to be awarded under the Executive LTIP shall be determined in the
good


 


2





















 


faith judgment of the Compensation Committee
of the Board taking into account the requirements set forth in (A) and (B) below.


 


(A)          Ten
days following the Company’s emergence from bankruptcy protection (the “Emergence
Date”) under Chapter 11 of Title 11 of the United States Code, Executive
shall be awarded Restricted Stock Units and
Stock Options with an aggregate value of $550,000, with one-third of such value
to consist of Restricted Stock Units.  The exact number of Restricted Stock Units to be awarded ten days following the
Emergence Date shall be determined solely based on the average of the daily
closing price of a share of Common Stock on The New York Stock Exchange or, if
the Common Stock is not traded on The New York Stock Exchange, the average of
the midpoint of the daily bid and ask price of a share of Common Stock on the
OTC Bulletin Board, from the Emergence Date to the date of grant of such
Restricted Stock Units, without
any discount based on vesting requirements or lack of transferability.  The Stock Options granted ten days following
the Emergence Date shall have an exercise price per share equal to the closing
price of a share of Common Stock on The New York Stock Exchange or, if the
Common Stock is not traded on The New York Stock Exchange, the midpoint of the
bid and ask price of a share of Common Stock on the OTC Bulletin Board, on the
date of grant of such Stock Options. 
Such Stock Options shall have a ten-year term.  The exact number of Stock Options granted ten
days following the Emergence Date shall be determined based upon a
Black-Scholes or other valuation model, using reasonable assumptions as
determined in good faith by the Compensation Committee of the Board.


 


(B)           Forty
five days after the Emergence Date, Executive shall be awarded Restricted Stock
Units and Stock Options with an
aggregate value of $550,000, with one-third of such value to consist of
Restricted Stock Units.  The exact number of Restricted Stock Units to be awarded 45 days after the
Emergence Date shall be determined solely based on the average of the daily
closing price of a share of Common Stock on The New York Stock Exchange or, if
the Common Stock is not traded on The New York Stock Exchange, the average of
the midpoint of the daily bid and ask price of a share of Common Stock on the
OTC Bulletin Board, from the Emergence Date to the date of grant of such
Restricted Stock Units, without
any discount based on vesting requirements or lack of transferability.  The Stock Options granted 45 days after the
Emergence Date shall have an exercise price equal to the closing price of a
share of Common Stock on The New York Stock Exchange or, if the Common Stock is
not traded on The New York Stock Exchange, the midpoint of the bid and ask
price of a share of


 


3





















 


Common Stock on the OTC Bulletin Board, on
the date of grant of such Stock Options. 
Such Stock Options shall have a ten-year term.  The exact number of Stock Options granted 45 days
after the Emergence Date shall be determined based upon a Black-Scholes or
other valuation model, using reasonable assumptions as determined in good faith
by the Compensation Committee of the Board.


 


The terms and conditions of the Executive
LTIP shall be governed by and subject to the award agreements to be entered
into between Executive and the Company, substantially in the forms of
Exhibits B and C respectively (the “LTIP Award Agreements”).  The
Restricted Stock Units and Options granted pursuant to the Executive LTIP
shall, subject to the treatment of the Executive LTIP upon termination of
Executive’s employment as provided in the LTIP Award Agreement, vest over a
period of three years, with 25% to vest six months after the Emergence Date,
25% to vest one year after the Emergence Date, 25% to vest two years after the
Emergence Date and 25% to vest three years after the Emergence Date.


 


(iii)          Annual
Equity Grant.  Beginning with fiscal
year 2007 and for each fiscal year thereafter during the Employment Period,
Executive shall be eligible to receive additional equity-based compensation
under the long term incentive plan of the Company in effect at the time of such
award, the amount, terms and conditions of such award to be set by the Board at
the time of grant.  Such awards shall
otherwise be governed by the terms and conditions set forth in the long term
incentive plan of the Company as may be in effect at the time of such award and
the corresponding award agreement and shall be made at such time as grants are
made to other senior executives of the Company.


 


(b) During the Employment Period, the Company
shall reimburse Executive for all reasonable business expenses incurred by him
in the course of performing his duties and responsibilities under this
Agreement in accordance with the Company’s policies in effect from time to time
with respect to travel (which shall include the cost of first or business class
airfare consistent with the Company’s policy for members of the Company’s
Executive Committee), entertainment and other business expenses for senior executives.


 


(c) Executive shall also be entitled to the
following benefits during the Employment Period, unless otherwise modified by
the Board:


 


(i)            participation
in the Company’s retirement plans, Perquisite Plan (as defined in the Company’s
benefit policies), health and welfare plans, disability insurance plans and
other benefit plans of the Company as in effect from time to time, under the
terms of such plans and to the same extent and under the same conditions such
participation and coverages are provided generally to other senior executives
of the Company;


 


(ii)           reimbursement
for the reasonable cost of temporary living accommodations for Executive and
his family in Atlanta, Georgia through July 2006, which shall include
reasonable costs to commute to Atlanta, Georgia from Los Angeles,


 


4





















 


CA, and
relocation expenses reimbursed in accordance with the Company’s then existing
Relocation Policy for senior
executives;


 


(iii)          coverage
for services rendered to the Company, its subsidiaries and affiliates while
Executive is a director or officer of the Company, or of any of its subsidiaries or affiliates, under any
director and officer liability insurance policy(ies) maintained by the Company
from time to time; and


 


(iv)          four
weeks of vacation per year.


 


4.  Termination.  The Employment Period shall end on the third
anniversary of the Commencement Date; provided, however, that the Employment
Period shall be automatically renewed for successive one-year terms thereafter
on the same terms and conditions set forth herein unless either party provides
the other party with notice that it has elected not to renew the Employment
Period at least 90 days prior to the end of the initial Employment Period or
any subsequent extension thereof. 
Notwithstanding the foregoing, (i) the Employment Period shall
terminate immediately upon Executive’s resignation (with or without Good
Reason, as defined herein), death or Disability (as defined herein) and (ii) the
Employment Period may be terminated by the Company at any time prior to such
date for Cause (as defined herein) or without Cause.  Except as otherwise provided herein, any
termination of the Employment Period by the Company shall be effective as specified
in a written notice from the Company to Executive, but in no event more than
90 days from the date of such notice. 
The termination of the Employment Period shall not affect the respective
rights and obligations of the parties which, pursuant to the terms of this
Agreement, apply following the date of Executive’s termination of employment
with the Company.  Nothing contained herein shall be
construed as preventing Executive from retiring in accordance with the Company’s
then existing retirement policy.


 


5.  Severance.


 


(a) Termination Without Cause, Non-Renewal or for Good Reason.  In the event of Executive’s termination of
employment with the Company (1) by the Company without Cause (as defined
herein), (2) by reason of the
failure of the Company to offer to renew the Agreement on terms that are based
on competitive practices for companies of comparable size and standing in the
same industry, or (3) by Executive for Good Reason (as defined herein),
subject to execution of a Release substantially in the form attached as Exhibit D,
Executive shall be entitled to the benefits set forth below in this Section 5(a).


 


(i)            The
Company shall pay Executive an amount equal to 1.0 times Executive’s Base
Salary plus 1.0 times Executive’s Target Bonus (as in effect on the date of
Executive’s termination).  The severance
amount described in the previous sentence shall be paid over a period of one
year from the date of termination in accordance with the payroll practices of
the Company (in effect from time to time); provided, however,
that, in the event that Executive is considered a “Specified Employee” as
defined in Section 409A of the Internal Revenue Code of 1986, as amended
(the “JOBS Act”), and payments under this Section 5(a) are
considered “deferred compensation” under the JOBS Act, the first payment shall
be delayed for six months, in which event Executive shall receive a lump sum
payment equal to one times his Base Salary six months after the


 


5





















 


date his employment terminates (plus interest
on such payment of one times Base Salary at a floating rate equal to LIBOR,
from the date of termination of Executive’s employment to the date that is six
months after termination of Executive’s employment), and the remainder of such
severance amount shall be paid in equal installments over a period of
12 months thereafter in accordance with the ordinary payroll practices of
the company (in effect from time to time).


 


(ii)           The
Executive LTIP shall be governed by the terms of the applicable LTIP Award
Agreements.


 


(iii)          The
Company shall pay Executive the amounts described in Section 5(d) within
14 days of the date of termination.


 


(iv)          During
the period of 12 months following Executive’s termination of employment in
accordance with Section 5(a), the Company shall provide to Executive
continued coverage under the retirement, life insurance, long-term disability,
medical, dental and other group health benefits and plans in effect for senior
executives of the Company, as in effect on the date of Executive’s termination
of employment (or substantially comparable coverage) for Executive and, where
applicable, Executive’s spouse, dependents and beneficiaries, at the same
contribution or premium rate as may be charged from time to time to senior
executives of the Company generally, as if Executive had continued in
employment during such period.  As an
alternative, the Company may elect to pay Executive cash in lieu of such
contributions or coverage in an amount equal to Executive’s after-tax cost of
receiving such contributions or continuing such coverage, where such
contributions or coverage may not be continued (or where such continuation
would adversely affect the tax status of the plan pursuant to which the
contribution or coverage is provided). 
The COBRA health care continuation coverage period under Section 4980B
of the Internal Revenue Code of 1986, as amended, (the “Code”), or any
replacement or successor provision of United States tax law, shall commence
immediately after the 12 month period.


 


(v)           The
Company shall pay the reasonable expenses associated with Executive’s
relocation from Atlanta, Georgia to California.


 


(vi)          The
Company shall provide a release substantially in the form attached hereto as Exhibit G.  If the Company does not provide the release
required pursuant to this subsection (vi), the Release by the Executive
shall be null, void and without effect, and Executive shall still receive all
of the payments and benefits described in subsections (i) through (v) above.


 


(b) Termination for Cause or Voluntary Resignation.  In the event that Executive’s employment with
the Company is terminated (i) by the Board for Cause or (ii) by
Executive’s resignation from the Company for any reason other than Good Reason
or Disability (as defined herein), subject to applicable law, the Company
agrees to the following:


 


(i)            The
Executive LTIP shall be governed by the terms of the applicable LTIP Award
Agreements.


 


6





















 


(ii)           The
Company shall pay Executive the amounts described in Section 5(d) within
14 days of the date of termination.


 


For purposes of this Agreement, Executive’s
retirement shall be considered Executive’s resignation from the Company without
Good Reason.


 


(c) Death or Disability.  In the event that Executive’s employment with
the Company is terminated as a result of Executive’s death or Disability, the
Company agrees to the following:


 


(i)            The
Company shall pay Executive (or his estate or legal representative, if
applicable) in a lump sum payment an amount equal to his target Annual Bonus
for the year of termination prorated for the number of days during such year
that Executive was employed by the Company; provided, however,
that, in the event that Executive is considered a “Specified Employee” as
defined in the JOBS Act and
payments under this Section 5(c) are considered “deferred
compensation” under the JOBS Act, such payment shall be delayed for six months, and Executive shall receive
interest on such payment at a floating rate equal to LIBOR, from the date of
termination of Executive’s employment to the date that is six months after
termination of Executive’s employment.


 


(ii)           The
Executive LTIP shall be governed by the terms of the applicable LTIP Award
Agreements.


 


(iii)          The
Company shall pay Executive the amounts described in Section 5(d) within
14 days of the date of termination.


 


(d) In the case of any termination of
Executive’s employment with the Company, Executive or his estate or legal
representative shall be entitled to receive, to the extent permitted by applicable
law, from the Company (i) Executive’s Base Salary through the date of
termination to the extent not previously paid, (ii) to the extent not
previously paid, the amount of any bonus, incentive compensation, and other
compensation earned or accrued by Executive as of the date of termination under
any compensation and benefit plans, programs or arrangements maintained in
force by the Company (for this purpose, Executive’s Annual Bonus, if any, for
any fiscal year of the Company ended prior to the year of termination that is
then unpaid, and in the case of a termination under Section 5(a) or (c) a
pro-rata portion of the Target
Bonus for the fiscal year in which the date of termination occurs based on the
number of days in that fiscal year during which Executive was employed, shall
be deemed to be earned), (iii) any vacation pay, expense reimbursements
and other cash entitlements accrued by Executive, in accordance with Company
policy for senior executives, as
of the date of termination to the extent not previously paid, (iv) any
Restricted Stock Units, Stock
Options and other equity awards outstanding under any Company long term
incentive plans or arrangements (other than the Executive LTIP), in accordance
with the terms of the plans or arrangements under which such awards were
created or maintained, and (v) all benefits accrued by Executive under all
benefit plans and qualified and nonqualified retirement, pension, 401(k) and
similar plans and arrangements of the Company, in such manner and at such times
as are provided under the terms of such plans and arrangements.


 


7





















 


(e) Termination Without Cause, Non-Renewal or for Good Reason Following
a Change of Control.  In the event of
Executive’s termination of employment with the Company (1) by the Company
without Cause, (2) as a
result of the failure of the Company to offer to renew the Agreement on terms
that are consistent with competitive practices for companies of comparable size
and standing in the same industry, or (3) by Executive for Good Reason, in
any case, during the period beginning six months before and ending two years following a Change of Control
(as defined herein) of the Company, subject to execution of a Release
substantially in the form attached as Exhibit D, Executive shall be
entitled to the benefits set forth below in this Section 5(e).


 


(i)            The
Company shall pay Executive the payments set forth in Section 5(a)(i),
except the applicable multiplier shall be 3; provided, however,
that in determining the amount of payment due under Section 5(a)(i),
Executive’s actual Annual Bonus for the year preceding the Change of Control
shall be used, if higher than his Target Bonus; and provided, further,
that payment shall be made in a lump sum on the later of the date of the Change
of Control or 10 business days after Executive’s termination of
employment; provided, however, that, in the event Executive is
considered a “Specified Employee” as defined in the JOBS Act, and payments
under this Section 5(e) are considered “deferred compensation” under
the JOBS Act, the payment shall be delayed for six months from the date of
Executive’s termination of employment and Executive shall receive interest at a
floating rate equal to LIBOR from the date of termination of Executive’s
employment to the date that is six months after termination of Executive’s
employment.


 


(ii)           The
Company shall provide the benefits set forth in Section 5(a)(iv) except
the applicable period shall be 24 months.


 


(iii)          The
Executive LTIP shall fully vest, to the extent not already vested, and
otherwise be governed by the terms of the applicable LTIP Award Agreements.


 


(iv)          The
Company shall pay Executive the amounts described in Section 5(d).


 


(v)           The
Company shall provide a release substantially in the form attached hereto as Exhibit G.  If the Company does not provide the release
required pursuant to this subsection (v), the Release by the Executive
shall be null, void and without effect, and Executive shall still receive all
of the payments and benefits described in subsections (i) through (iv) above.


 


(f) Excess Parachute Payments.


 


(i)            In
the event any payment granted to Executive pursuant to the terms of this
Agreement or otherwise (a “Payment”) is determined to be subject to any
excise tax (“Excise Tax”) imposed by Section 4999 of the Code (or
any successor to such Section), the Company shall pay to Executive, prior to
the time any Excise Tax is payable with respect to such Payment (through
withholding or otherwise), an additional amount


 


8





















 


(a “Gross-Up Payment”) which, after
the imposition of all income, employment, excise and other taxes, penalties and
interest thereon, is equal to the sum of (A) the Excise Tax on such
Payment plus (B) any penalty and interest assessments associated with such
Excise Tax; provided, however, that the amount of the Gross Up Payment shall
not exceed $2 million.


 


(ii)           The
determinations to be made with respect to this Section 5(f) shall be
made by a certified public accounting firm designated by the Company and
reasonably acceptable to Executive and Executive may rely on such determination
in making payments to the Internal Revenue Service.


 


(g) No Other Payments.  Except as provided in Sections 5(a),
(b), (c), (d), (e) and (f) above, all of Executive’s rights to
salary, bonuses, employee benefits and other compensation hereunder which would
have accrued or become payable after the termination or expiration of the
Employment Period shall cease upon such termination or expiration, other than
those expressly required under applicable law (such as COBRA).


 


(h) No Mitigation, No Offset.  In the event of Executive’s termination of
employment for whatever reason, Executive shall be under no obligation to seek
other employment, and there shall be no offset against amounts due him under
this Agreement or otherwise on account of any remuneration attributable to any
subsequent employment or claims asserted by the Company or any affiliate,
provided that this provision shall not apply with respect to any amounts that
Executive owes to the Company or any member of the Company Group on account of
any loan, advance or other payment, in respect of any of which Executive is
obligated to make repayment to the Company or any member of the Company Group.


 


(i) Definitions.  For purposes of this Agreement, the following
terms shall have the following meanings:


 


“Cause” shall mean one or more of the
following:


 


(A)          the
conviction of, or an agreement to a plea of nolo
contendere to, a crime involving moral turpitude or any felony;


 


(B)           Executive’s
willful refusal substantially to perform duties as reasonably directed by the
CEO under this or any other agreement;


 


(C)           in
carrying out his duties, Executive engages in conduct that constitutes fraud,
willful neglect or willful misconduct which, in either case, would result in
demonstrable harm to the business, operations, prospects or reputation of the
Company;


 


(D)          a
material violation of the
requirements of the Sarbanes-Oxley Act of 2002 (“SOX”) or other federal
or state securities law, rule or regulation; or


 


(E)           any
other material breach of this Agreement.


 


9





















 


For purpose of this Agreement, the Company is
not entitled to assert that Executive’s termination is for Cause unless the
Company gives Executive written notice describing the facts which are the basis
for such termination and such grounds for termination (if susceptible to
correction) are not corrected by Executive within 30 days of Executive’s
receipt of such notice to the reasonable, good faith satisfaction of the CEO.


 


“Change of Control” shall mean the
first to occur of any of the following events:


 


(A)          any
“person” (as that term is used in Sections 13 and 14(d)(2) of the
Securities Exchange Act of 1934 (“Exchange Act”)) becomes the beneficial
owner (as that term is used in Section 13(d) of the Exchange Act),
directly or indirectly, of fifty percent (50%) or more of the Company’s capital
stock entitled to vote in the election of directors;


 


(B)           persons
who on the day following the Emergence Date constitute the Board (the “Emergence
Directors”) cease for any reason, including, without limitation, as a
result of a tender offer, proxy contest, merger or similar transaction, to
constitute at least a majority thereof, provided, however, that any person who
becomes a director of the Company subsequent to the Emergence Date shall be
considered an Emergence Director if such person’s election or nomination for
election was approved by a vote of at least two-thirds (2/3) of the Emergence
Directors; but provided  further that any such person whose
initial assumption of office is in connection with an actual or threatened
election contest relating to the election of members of the Board or other
actual or threatened solicitation of proxies or consents by or on behalf of a
person other than the Board, including by reason of agreement intended to avoid
or settle any such actual or threatened contest or solicitation, shall not be
considered an Emergence Director;


 


(C)           consummation
of a reorganization, merger, consolidation, sale or other disposition of all or
substantially all of the assets of the Company (a “Business Combination”),
in each case, unless, following such Business Combination, all or substantially
all of the individuals and entities who were the beneficial owners of
outstanding voting securities of the Company immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of the
combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the company
resulting from such Business Combination (including, without limitation, a
company which, as a result of such transaction, owns the Company or all or
substantially all of the Company’s assets either directly or through one or
more subsidiaries) in substantially the same


 


10





















 


proportions as their ownership, immediately
prior to such Business Combination, of the outstanding voting securities of the
Company; and


 


(D)          the
shareholders of the Company approve any plan or proposal for the liquidation or
dissolution of the Company.


 


Notwithstanding the foregoing, in no event
shall the confirmation of the plan of reorganization confirmed under
11 U.S.C. § 1129 (the “Plan of Reorganization”), the
implementation of the transactions contemplated by the Plan of Reorganization
on or after the Emergence Date or the effectuation of the corporate governance
provisions set forth therein, including the implementation of the Board of
Directors as specified therein, be considered a Change of Control.


 


“Disability” shall mean Executive’s (i) being
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months or (ii) by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than three months under an
accident and health plan covering employees of the Company.


 


“Good Reason” shall mean Executive’s
resignation from employment with the Company prior to the end of the Employment
Period as a result of one or more of the following reasons:


 


(A)          the
Company reduces the amount of Executive’s then current Base Salary or the
target for his Annual Bonus (it being understood that Executive shall not have
a basis to resign for Good Reason if no bonus is paid, or the amount of the
bonus is reduced as a result of the failure of Executive or the Company to
achieve applicable performance targets for such bonus);


 


(B)           a
material diminution in Executive’s title, authority, duties or responsibilities
or the assignment of duties to Executive which are materially inconsistent with
his position; provided, however, that, following a Change of
Control, any diminution of Executive’s title, duties or responsibilities shall
constitute Good Reason;


 


(C)           the
failure of the Company to obtain in writing the obligation to perform this
Agreement by any successor to the Company or a purchaser of all or
substantially all of the assets of the Company within 15 days after a merger,
consolidation, sale or similar transaction;


 


(D)          the
failure of the Company to grant Executive the Executive LTIP within 60 days
after the Effective Date; or


 


11





















 


(E)           following
a Change in Control, the requirement that Executive move his principal place of
business by more than 50 miles from that previously the case without his
consent.


 


Notwithstanding the foregoing, Executive
agrees that he shall not be entitled to terminate his employment for Good
Reason in the event he is subject to any unintended or adverse tax consequences
under the JOBS Act, the Company amends this Agreement or the terms of any
employee benefit plan, program arrangement or agreement to avoid such adverse
tax consequences or he is required to forfeit incentive or other compensation
pursuant to Section 304 of SOX.  For
purposes of this Agreement, Executive is not entitled to assert that his termination
is for Good Reason unless Executive gives the CEO written notice describing the
event or events which are the basis for such termination within ninety (90)
days after the event or events occur and such grounds for termination (if
susceptible to correction) are not corrected by the Company within 30 days of
the Company’s receipt of such notice to the reasonable, good faith satisfaction
of Executive.


 


6.  Indemnification.


 


(a) The Company agrees that (i) if
Executive is made a party, or is threatened to be made a party, to any
threatened or actual action, suit or proceeding, whether civil, criminal,
administrative, investigative, appellate or other (each, a “Proceeding”)
by reason of the fact that he is or was a director, officer, employee, agent,
manager, or representative of the Company or is or was serving at the request
of the Company as a director, officer, member, employee, agent, manager, or
representative of any member of the Company Group or (ii) if any claim,
demand, request, investigation, dispute, controversy, threat, discovery request
or request for testimony or information (each, a “Claim”) is made, or
threatened to be made, that arises out of or relates to Executive’s service in
any of the foregoing capacities, then Executive shall be indemnified and held
harmless by the Company to the fullest extent legally permitted or authorized
by the Company’s certificate of incorporation, by-laws, Board resolutions or,
if greater, by applicable law,
against any and all costs, expenses, liabilities and losses (including, without
limitation, attorney’s fees, judgments, interest, expenses of investigation,
penalties, fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) incurred or suffered by Executive in connection therewith,
and such indemnification shall continue as to Executive even if he has ceased
to be a director, member, employee, agent, manager, or representative of the
Company or any member of the Company Group and shall inure to the benefit of
Executive’s heirs, executors and administrators.  To the extent permitted by applicable law,
the Company shall advance to Executive all costs and expenses incurred by him
in connection with any such Proceeding or Claim within 15 days after
receiving written notice requesting such an advance.  Such notice shall include, to the extent
required by applicable law, an undertaking by Executive to repay the amount
advanced if he is ultimately determined not to be entitled to indemnification
against such costs and expenses.


 


(b)           Neither
the failure of the Company (including the Board, independent legal counsel or
stockholders) to have made a determination in connection with any request for
indemnification or advancement under Section 6(a) that Executive has
satisfied any applicable standard of conduct nor a determination by the Company
(including the Board, independent legal


 


12





















 


counsel or stockholders) that Executive has not met any applicable
standard of conduct shall create a presumption that Executive has or has not
met an applicable standard of conduct.


 


(c)           The
Company agrees to use reasonable commercial efforts to maintain director’s and
officer’s liability insurance covering the Executive for services rendered to
the Company, its subsidiaries and affiliates while Executive is a director or
officer of the Company or any of its subsidiaries or affiliates.


 


7.  Confidential
Information.  Executive agrees to
enter into the Confidentiality Agreement attached as Exhibit E
simultaneously with the execution of this Agreement.


 


8.  Intellectual
Property, Inventions and Patents. 
Executive agrees to enter into the Intellectual Property Agreement
attached as Exhibit F simultaneously with the execution of this
Agreement.


 


9. 
Non-Compete, Non-Solicitation.


 


(a) In further consideration of the
compensation to be paid to Executive hereunder, Executive acknowledges that
during the course of his employment with the Company, he shall become familiar
with the Company Group’s trade secrets and with other confidential information
concerning the Company Group and that his services shall be of special, unique
and extraordinary value to the Company Group, and, therefore, Executive agrees
that, during the Employment Period and for one (1) year thereafter (the “Noncompete
Period”), he shall not directly or indirectly own any interest in, manage,
control, be employed in an executive, managerial or administrative capacity by,
or otherwise render executive, managerial or administrative services to, any
company engaged in the business of owning and operating power generation
facilities or energy trading and marketing operations which competes with the
businesses of the Company on the date of the termination or expiration of the
Employment Period, within any geographical area in which the Company engages in
such businesses.  Nothing herein shall
prohibit Executive from being a passive owner of not more than 2% of the
outstanding stock of any class of a corporation which is publicly traded, so
long as Executive has no active participation in the business of such
corporation.  The Company expressly
acknowledges that this covenant not to compete shall only apply to geographical
areas in which the Company engages in the business of owning and operating
power generation facilities or energy trading and marketing operations.


 


(b) During the Noncompete Period, Executive
shall not directly or indirectly through another person or entity (i) induce
or attempt to induce any employee of the Company to leave the employ of the
Company, or in any way interfere with the relationship between the Company and
any employee thereof; (ii) hire any person who was a managerial or higher
level employee of the Company
during the last six months of the Employment Period; or (iii) induce or
attempt to induce any customer, supplier, licensee, licensor, franchisee or
other business relation of the Company to cease doing business with the
Company, or in any way interfere with the relationship between any such
customer, supplier, licensee or business relation of the Company (including,
without limitation, making any negative or disparaging statements or
communications regarding the Company. 
The Company covenants that it will not, and it will


 


13





















 


advise members of senior management of the Company and the Board not
to, make any negative or disparaging statements or communications regarding
Executive.


 


(c) If, at the time of enforcement of this Section 9,
a court shall hold that the duration, scope or area restrictions stated herein
are unreasonable under circumstances then existing, the parties agree that the
maximum duration, scope or area reasonable under such circumstances shall be
substituted for the stated duration, scope or area and that the court shall be
allowed to revise the restrictions contained herein to cover the maximum
period, scope and area permitted by law. 
Executive acknowledges that the restrictions contained in this Section 9
are reasonable and that he has reviewed the provisions of this Agreement with
his legal counsel.


 


(d) Executive acknowledges that in the event
of the breach or a threatened breach by Executive of any of the provisions of
this Section 9, the Company would suffer irreparable harm, and, in
addition and supplementary to other rights and remedies existing in its favor,
the Company shall be entitled to specific performance and/or injunctive or
other equitable relief from a court of competent jurisdiction in order to
enforce or prevent any violations of the provisions hereof (without posting a
bond or other security).  In addition, in
the event of a breach or violation by Executive of Section 9(a), the
Noncompete Period shall be automatically extended by the amount of time between
the initial occurrence of the breach or violation and when such breach or
violation has been duly cured.


 


10.  Executive’s
Representations.  Executive hereby
represents and warrants to the Company that (i) the execution, delivery
and performance of this Agreement by Executive do not and shall not conflict
with, breach, violate or cause a default under, any contract, agreement,
instrument, order, judgment or decree to which Executive is a party or by which
he is bound which has not been waived; (ii) Executive is not a party to or
bound by any employment agreement or noncompete agreement with any other person
or entity which has not been waived; and (iii) on the Commencement Date,
this Agreement shall be the valid and binding obligation of Executive,
enforceable in accordance with its terms. 
Executive hereby acknowledges and represents that he has consulted with
independent legal counsel regarding his rights and obligations under this
Agreement and that he fully understands the terms and conditions contained
herein.


 


11.  Notices.  All notices or communications hereunder shall
be in writing, addressed as follows:


 


	
   

  	
   

  	
  To the Company:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mirant
  Corporation

  
	
   

  	
   

  	
  Chief Executive
  Officer

  
	
   

  	
   

  	
  1155 Perimeter
  Center West

  
	
   

  	
   

  	
  Atlanta, GA 30338-5416

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  Legal Department

  
	
   

  	
   

  	
  Mirant
  Services, LLC

  
	
   

  	
   

  	
  1155 Perimeter
  Center West

  
	
   

  	
   

  	
  Atlanta, GA
  30338-5416

  



 


14





















 


	
   

  	
   

  	
  Fax:
  678-579-5589

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  To Executive

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  To the address currently on file with the
  Company.

  



 


All such notices shall be conclusively deemed
to be received and shall be effective (i) if sent by hand delivery, upon
receipt or (ii) if sent by electronic mail or facsimile, upon confirmation
of receipt by the sender of such transmission.


 


12.  Severability.  In the event any provision or part of this
Agreement is found to be invalid or unenforceable, only that particular
provision or part so found, and not the entire Agreement, will be inoperative.


 


13.  Complete
Agreement.  This Agreement, the LTIP
Award Agreements and those documents expressly referred to herein embody the
complete agreement and understanding among the parties and supersede and
preempt any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof
in any way.


 


14.  No
Strict Construction.  The language
used in this Agreement shall be deemed to be the language chosen by the parties
hereto to express their mutual intent, and no rule of strict construction
shall be applied against any party.


 


15.  Counterparts.  This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.


 


16.  Successors
and Assigns.  This Agreement shall be
binding upon and inure to the benefit of the beneficiaries, heirs and
representatives of Executive and the successors and assigns of the
Company.  The Company shall require any
successor (whether direct or indirect, by purchase, merger, reorganization,
consolidation, acquisition of property or stock, liquidation, or otherwise) to
all or a majority of its assets, by agreement in form and substance
satisfactory to Executive, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform this Agreement if no such succession had taken place.  Executive may not assign his rights (except
by will or the laws of descent and distribution) or delegate his duties or
obligations hereunder.  Except as
provided by this Section 16, this Agreement is not assignable by any party
and no payment to be made hereunder shall be subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or other charge.


 


17.  Choice
of Law.  All issues and questions concerning
the construction, validity, enforcement and interpretation of this Agreement
and the exhibits and schedules hereto shall be governed by, and construed in
accordance with, the laws of the State of Georgia.


 


15





















 


18.  Amendment
and Waiver.  The provisions of this
Agreement may be amended, modified or waived only with the prior written
consent of the Company and Executive, and no course of conduct or course of
dealing or failure or delay by any party hereto in enforcing or exercising any
of the provisions of this Agreement (including, without limitation, the Company’s
right to terminate the Employment Period for Cause) shall affect the validity,
binding effect or enforceability of this Agreement or be deemed to be an
implied waiver of any provision of this Agreement.


 


19.  JOBS
Act Compliance.  If any provision of
this Agreement would result in unintended or adverse tax consequences to
Executive or the Company or would, in the judgment of the Board, contravene the
final regulations anticipated to be promulgated under the JOBS Act or other
Department of Treasury guidance, the Company may reform this Agreement or any
provisions hereof to maintain to the maximum extent practicable the original
purpose of the provision without violating the provisions of the JOBS Act.


 


20.  Insurance.  The Company may, at its discretion, apply for
and procure in its own name and for its own benefit life and/or disability
insurance on Executive in any amount or amounts considered advisable.  Executive agrees to cooperate in any medical
or other examination, supply any information and execute and deliver any
applications or other instruments in writing as may be reasonably necessary to
obtain and constitute such insurance. 
Executive hereby represents that he has no reason to believe that his
life is not insurable at rates now prevailing for healthy men of his age.


 


21.  Withholding.  Any payments made or benefits provided to
Executive under this Agreement shall be reduced by any applicable withholding
taxes or other amounts required to be withheld by law or contract.


 


22.  Arbitration.  Any dispute or controversy arising under or
in connection with this Agreement or otherwise in connection with the Executive’s
employment by the Company that cannot be mutually resolved by the parties to
this Agreement and their respective advisors and representatives shall be
settled exclusively by arbitration in Atlanta, Georgia in accordance with the rules of
the American Arbitration Association before one arbitrator of exemplary
qualifications and stature, who shall be selected jointly by an individual to
be designated by the Company and an individual to be selected by Executive, or
if such two individuals cannot agree on the selection of the arbitrator, who
shall be selected by the American Arbitration Association.  The
Company shall reimburse Executive’s reasonable legal fees if he prevails on a
material issue in an arbitration.


 


23.  Corporate
Opportunity.  During the Employment
Period, Executive shall submit to the Board all business, commercial and
investment opportunities or offers presented to Executive that relate to the
business of power companies (“Corporate Opportunities”), if Executive
wishes to accept or pursue, directly or indirectly, such Corporate
Opportunities on Executive’s own behalf. 
This Section 23 shall not apply to purchases of publicly traded
stock by Executive.


 


16





















 


24.  Reimbursement of Legal Fees.  The Company agrees that it will reimburse
Executive for legal fees and expenses actually incurred in connection with the
review and preparation of this Agreement in an amount not to exceed $7,500.


 


25. 
Executive’s Cooperation.  During the Employment Period and thereafter,
Executive shall cooperate with the Company and its affiliates, upon the Company’s
reasonable request, with respect to any internal investigation or
administrative, regulatory or judicial proceeding involving matters within the
scope of Executive’s duties and responsibilities to the Company Group during
the Employment Period (including, without limitation, Executive being available
to the Company upon reasonable notice for interviews and factual
investigations, appearing at the Company’s reasonable request to give testimony
without requiring service of a subpoena or other legal process, and turning
over to the Company all relevant Company documents which are or may come into
Executive’s possession during the Employment Period); provided, however,
that any such request by the Company shall not be unduly burdensome or
interfere with Executive’s personal schedule or ability to engage in
gainful employment.  In the event the
Company requires Executive’s cooperation in accordance with this Section 24,
the Company shall reimburse Executive for reasonable out-of-pocket expenses
(including travel, lodging and meals) incurred by Executive in connection with
such cooperation, subject to reasonable documentation.


 


17





















 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first written above.


 


	
   

  	
  MIRANT CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Vance N.
  Booker

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its: Senior Vice President, Administration

  
	
   

  	
   

  
	
   

  	
  MIRANT SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Vance N.
  Booker

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its: Senior Vice President, Administration

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ William von Blasingame

  
	
   

  	
   

  
	
   

  	
  William von Blasingame

  
				



 


18





















 


Exhibit A


 


LIST OF APPROVED DIRECTORSHIPS


 


None


 


A-1





















 


Exhibit B


 


MIRANT
CORPORATION


RESTRICTED
STOCK UNIT AWARD AGREEMENT


 


This Restricted Stock Unit Award (this “Award”)
is made as of [INSERT DATE THAT IS [10] [45] DAYS AFTER EMERGENCE DATE], by
MIRANT CORPORATION, a                         corporation
(the “Company”) to William von Blasingame (“Executive”).


 


W
I  T  N  E  S  S  E  T  H:


 


WHEREAS, the Company entered into an
employment agreement with Executive, dated as of [                          ,
2005] (the “Agreement”) providing for the grant to Executive of restricted
stock units (“Restricted Stock Units”) upon the Company’s emergence from
bankruptcy protection; and


 


WHEREAS, pursuant to the terms of the
Agreement the Compensation Committee of the Board of Directors of the Company
(the “Board”) has granted to Executive an award of Restricted Stock
Units to promote Executive’s long-term interests in the success of the Company;


 


NOW THEREFORE, the Company awards Restricted
Stock Units to Executive pursuant to the following terms and conditions:


 


1.  Restricted Stock Unit Award.  The
Company hereby grants to Executive an award of [         ]
Restricted Stock Units that are to be settled in common stock of the Company (“Common
Stock”).  The Restricted Stock Units
shall be transferable only in accordance with the provisions of Section 8
of this Award and subject to the restrictions and other conditions set forth
herein.  The shares to be delivered to
Executive in settlement of the Restricted Stock Units shall be issued under the
Company’s then existing omnibus incentive plan and, if the Common Stock is then
traded on a national securities exchange or inter-dealer quotation system,
including without limitation, NASDAQ, or if the Company is subject to the
reporting requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, or any successor provision
thereto, the Company shall take all action necessary to keep in effect a
registration statement under the Securities Act of 1933, as amended, or any
successor provision thereto (the “1933 Act”) enabling Executive to resell
Common Stock without restriction; provided, however, that the Company need not
take such action if, at the time of distribution of Common Stock to Executive,
such shares do not constitute “restricted securities” as defined in Rule 144
under the 1933 Act and Executive is not an “affiliate” of the Company under Rule 405
of the 1933 Act.  Capitalized terms used,
but not otherwise defined, shall have the meaning set forth in the Agreement.


 


2.  Restrictions.  Except as provided in Section 3 below,
the Restricted Stock Units shall vest and become transferable as follows:


 


a.  twenty-five
percent (25%) of the Restricted Stock Units shall vest [insert date that is six
months after the Company’s emergence from bankruptcy protection];


 


B-1





















 


b.  twenty-five
percent (25%) of the Restricted Stock Units shall vest  [insert date that is one year after the
Company’s emergence from bankruptcy protection];


 


c.  twenty-five
percent (25%) of the Restricted Stock Units shall vest [insert date that is two
years after the Company’s emergence from bankruptcy protection]; and


 


d.  twenty-five
percent (25%) of the Restricted Stock Units shall vest  [insert date that is three years after the
Company’s emergence from bankruptcy protection].


 


3.  Change in Employment Status.


 


a.             Termination
Without Cause, Non-Renewal, for Good Reason, Death or Disability.  In the event of Executive’s termination of
employment with the Company (regardless of whether such termination is in
connection with a Change in Control (as defined in the Agreement)) (i) by
the Company without Cause (as defined in the Agreement), (ii) by reason of
the failure of the Company to offer to renew the Agreement (as provided in the
Agreement), (iii) by Executive for Good Reason (as defined in the
Agreement) or (iv) as a result of Executive’s death or Disability (as
defined in the Agreement), all Restricted Stock Units that have not already
vested, as of the date of such termination, shall vest immediately and become
nonforfeitable.


 


b.  Termination
for Cause, Voluntary Resignation Without Good Reason.  In the event of Executive’s termination of
employment with the Company (i) by the Company for Cause or (ii) by
reason of Executive’s resignation from the Company for any reason other than
Good Reason, all Restricted Stock Units that have not already vested as of the
date of such termination shall be immediately forfeited by Executive.


 


4.  Book Entry Account.  Within a reasonable time after the date of
this Award, the Company shall instruct its transfer agent to establish a book
entry account representing the Restricted Stock Units in Executive’s name
effective as of the grant date, provided that the Company shall retain control
of such account until the Restricted Stock Units have become vested in
accordance with this Award.


 


5.  Distribution of Shares.  Consistent with the provisions of Section 3
of this Award, on the day following Executive’s termination of employment with
the Company or immediately prior to the occurrence of a Change of Control,
Executive shall receive one share of the Company’s common stock, as provided in
Section 1 above in satisfaction of each Restricted Stock Unit credited to
his account under Section 4 above and vested either theretofore or by
reason of the event resulting in such termination.


 


6.  Stockholder Rights.  Executive shall not have any of the rights of
a stockholder with respect to the Restricted Stock Units, including the right
to vote the Common Stock that will be issued upon vesting of the Restricted
Stock Units, other than the right to receive dividends or other distributions
paid or made available with respect to Common Stock of the Company when
otherwise paid to shareholders; provided, however, until such Restricted Stock
Units are vested, any dividends shall be credited to Executive’s account under Section 4
and paid in a lump sum when such Restricted Stock Units to which the dividends
are attributable vest.


 


B-2





















 


7.  Withholding.  Executive shall pay all applicable federal,
state and local income and employment taxes (including taxes of any foreign
jurisdiction), which the Company is required to withhold at any time with
respect to the Restricted Stock Units. 
Such payment shall be made in full, at Executive’s election, in cash or
check, by withholding from Executive’s next normal payroll check, or by the
tender of shares of Common Stock (including shares then vesting under this
Award).  Shares tendered as payment of required
withholding shall be valued at the closing price per share of Common Stock on
the date such withholding obligation arises.


 


8.  Transferability.  Except as otherwise provided in this Section 8,
the Restricted Stock Units shall not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner, whether by the operation of law or
otherwise.  Executive may transfer the
Restricted Stock Units, in whole or in part, to a spouse or lineal descendant
(a “Family Member”), a trust for the exclusive benefit of Executive
and/or Family Members, a partnership or other entity in which all the
beneficial owners are Executive and/or Family Members, or any other entity
affiliated with Executive that may be approved by the Compensation Committee (a
“Permitted Transferee”). 
Subsequent transfers of the Restricted Stock Units shall be prohibited
except in accordance with this Section 8. 
All terms and conditions of the Restricted Stock Units, including
provisions relating to the termination of Executive’s employment with the
Company, shall continue to apply following a transfer made in accordance with
this Section 8.  Any attempted
transfer of the Restricted Stock Units prohibited by this Section 8 shall
be null and void.


 


9.  Adjustments.  In the event that the outstanding shares
of Common Stock are subject to a stock split or changed into or exchanged for a
different number or kind of shares or other securities of the Company or other
corporation by reason of a merger, consolidation, reorganization, recapitalization,
reclassification, combination of shares or a dividend payable in capital stock,
or a similar corporate structural change, then the rights of the Executive
shall be appropriately adjusted as to the number of shares of Common Stock
subject to the Restricted Stock Unit Award. 
The granting of the Restricted Stock Units pursuant to this Award shall
not affect in any way the right or power of the Company to make adjustments,
reorganizations, reclassifications, or changes of its capital or business
structure or to merge, consolidate, dissolve, liquidate, or sell or transfer
all or any part of its business or assets.


 


10.  Change in Control.  Subject to the provisions of Section 3
of this Award, the Compensation Committee, in its sole discretion, may at any
time prior to, coincident with or after the time of a Change in Control:


 


(i)            provide
for the acceleration of any vesting of the Restricted Stock Units upon a Change
in Control; or


 


(ii)           provide
that such Restricted Stock Units shall vest in accordance with the provisions
of this Agreement as though no Change in Control had occurred, except that, as
appropriate, the shares of Common Stock represented by the Restricted Stock
Units shall be treated in the same manner as other shares of Common Stock in
any transaction constituting a Change in Control; or


 


B-3





















 


(iii)          cause
new rights to be substituted for the Restricted Stock Units by the surviving
corporation in such Change in Control.


 


Any such actions shall be authorized by the Compensation Committee,
whose determination as to what actions shall be taken and the extent thereof,
shall be final.


 


11.  Agreement Provisions.  In addition to the terms and conditions set
forth herein, this Award is subject to and governed by the terms and conditions
set forth in the Agreement, which is incorporated herein by reference.  In the event of any conflict between the
provisions of this Award and the Agreement, the Agreement shall control.


 


12.  Notice. 
Any written notice required or permitted by this Award shall be mailed,
certified mail (return receipt requested) or hand-delivered, addressed to
Company’s Senior Vice President – Administration at Company’s North American
headquarters at 1155 Perimeter Center West, Atlanta, Georgia 30338, with a
copy to Legal Department, Mirant Services LLC 1155 Perimeter Center West,
Atlanta, Georgia 30338. or to Executive at his most recent home address on
record with the Companyi.  Notices are
effective upon receipt.


 


13.  Miscellaneous.


 


(a)           Limitation
of Rights.  The granting of this
Award shall not give Executive any rights to similar grants in future years or
any right to be retained in the employ or service of the Company or its
subsidiary or interfere in any way with the right of the Company or any such
subsidiary to terminate Executive’s services at any time, or the right of
Executive to terminate his services at any time.


 


(b)           Severability.  If any term, provision, covenant or
restriction contained in this Award is held by a court or a federal regulatory
agency of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions contained in
this Award shall remain in full force and effect, and shall in no way be affected,
impaired or invalidated.


 


(c)           Controlling
Law.  All issues and questions
concerning the construction, validity, enforcement and interpretation of this
Award shall be governed by, and construed in accordance with, the laws of the
State of Georgia.


 


(d)           Arbitration.  Any dispute or controversy arising under or
in connection with the Agreement or this Award or otherwise in connection with
the Executive’s employment by the Company that cannot be mutually resolved by
the parties to the Agreement or this Award and their respective advisors and
representatives shall be settled exclusively by arbitration in Atlanta, Georgia
in accordance with the rules of the American Arbitration Association
before one arbitrator of exemplary qualifications and stature, who shall be
selected jointly by an individual to be designated by the Company and an
individual to be selected by Executive, or if such two individuals cannot agree
on the selection of the arbitrator, who shall be selected by the American
Arbitration Association.  The Company
shall reimburse Executive’s reasonable legal fees if he prevails on a material
issue in an arbitration.


 


B-4





















 


(e)           Construction.  This Award contains the entire understanding
between the parties and supersedes any prior understanding and agreements
between them representing the subject matter hereof, except that this Award
shall be subject to the terms and conditions set forth in the Agreement.  There are no other representations,
agreements, arrangements or understandings, oral or written, between and among
the parties hereto relating to the subject matter hereof which are not fully
expressed herein.


 


(f)            Headings.  Section and other headings contained in
this Award are for reference purposes only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of this Award
or any provision hereof.


 


IN WITNESS WHEREOF, the undersigned Chairman
of the Compensation Committee of the Board executes this Award on behalf of the
Company as of day and year first set forth above.


 


	
   

  	
  MIRANT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  



 


B-5





















 


Exhibit C


 


MIRANT CORPORATION


STOCK OPTION AWARD


 


This Stock Option Award (this “Award”)
is made as of [INSERT DATE THAT IS [10] [45] DAYS AFTER EMERGENCE DATE],
by MIRANT CORPORATION, a                         corporation
(the “Company”) to William von Blasingame (“Executive”).


 


W
I  T  N  E  S  S  E  T  H:


 


WHEREAS, the Company entered into an
employment agreement with Executive, dated as of [                    ,
2005] (the “Agreement”) providing for the grant to Executive of options
to purchase the common stock (“Common Stock”) of the Company (“Stock
Options”) upon the Company’s emergence from bankruptcy protection; and


 


WHEREAS, pursuant to the terms of the
Agreement, the Compensation Committee of the Board of Directors of the Company
(the “Board”) has granted to Executive an award of Stock Options to
promote Executive’s long-term interests in the success of the Company;


 


NOW THEREFORE, the Company awards Stock
Options to Executive pursuant to the following terms and conditions:


 


1.  Stock Option Award.  Subject to the terms and conditions contained
herein and in the Agreement, the Company hereby grants to the Executive an
award of [               ]
Stock Options, at an exercise price of $[             ]
(the “Exercise Price”).  The Stock
Options are not intended to qualify as incentive stock options under Section 422
of the Internal Revenue Code of 1986, as amended.  Each such Stock Option shall entitle
Executive to purchase, upon payment of the Exercise Price, one share of Common
Stock.  Capitalized terms used, but not
otherwise defined, shall have the meaning set forth in the Agreement.


 


2.  Vesting.  Except as provided in Section 5 below,
the Stock Options shall vest and become transferable as follows:


 


a.  twenty-five percent (25%) of the Stock
Options shall vest on [insert date that is six months after the Company’s
emergence from bankruptcy protection];


 


b.  twenty-five percent (25%) of the Stock
Options shall vest on [insert date that is one year after the Company’s
emergence from bankruptcy protection];


 


c.  twenty-five percent (25%) of the Stock
Options shall vest on [insert date that is two years after the Company’s
emergence from bankruptcy protection];


 


d.  twenty-five percent (25%) of the Stock
Options shall vest on [insert date that is three years after the Company’s
emergence from bankruptcy protection].


 


C-1





















 


3.  Term. 
The Stock Options shall expire on the earlier of 10 years from the date
of grant or the date specified for termination of such Stock Options, as
provided in Section 5(c).


 


4.  Exercise, Payment and Other Conditions.  The Stock Options may be exercised in whole
or in part to the extent vested.  The
Executive may exercise the Stock Options by delivery to the Company of written
notice providing:  (i) the name of
Executive; (ii) the address to which Common Stock certificates are to be
mailed; and (iii) the number of shares of Common Stock subject to the
Stock Options to be exercised.  Prior to
the delivery to Executive of any stock certificates, the Executive shall have
paid to the Company the Exercise Price of all shares of Common Stock purchased
pursuant to such exercise of the Stock Options as provided in this Award.  The Board may, in its discretion, require the
Executive to pay to the Company an amount equal to the federal, state and local
taxes, if any, required to be withheld or paid by the Company as a result of
such exercise.  All payments shall be in
United States dollars in the form of cash, certified check or bank draft, or,
with the consent of the Board by delivering to the Company (or by attesting to
the ownership of) shares of Common Stock which Executive has owned for at least
six months having a fair market value on the date of exercise equal to the
Exercise Price, plus the minimum withholding tax due in accordance with Section 7,
for the shares of Common Stock with respect to which Executive has exercised
such Stock Options.  The Stock Options
shall be considered exercised on the date the notice and payment are received
by the Chairman of the Compensation Committee of the Board (“Compensation
Committee”).  As promptly as
practicable after receipt of such notice and payment, the Company shall deliver
to Executive a certificate or certificates for the number of shares of Common
Stock with respect to which the Stock Options have been so exercised, issued in
Executive’s name.  Such delivery shall be
deemed effected for all purposes when a stock transfer agent of the Company
shall have deposited such certificate or certificates in the United States
mail, addressed to Executive, at the address specified in the notice.


 


5.  Change in Employment Status.


 


a.             Termination
Without Cause, Non-Renewal, for Good Reason, Death or Disability.  In the event of Executive’s termination of
employment with the Company (regardless of whether such termination is in
connection with a Change in Control (as defined in the Agreement)) (i) by
the Company without Cause (as defined in the Agreement)), (ii) by reason
of the failure of the Company to offer to renew the Agreement (as provided in
the Agreement), (iii) by Executive for Good Reason (as defined in the
Agreement) or (iv) as a result of Executive’s death or Disability (as
defined in the Agreement), all Stock Options that have not already vested, as
of the date of such termination shall vest immediately and become
nonforfeitable.


 


b.  Termination
for Cause, Voluntary Resignation Without Good Reason.  In the event that of Executive’s termination
of employment with the Company (i) by the Company for Cause or (ii) by
reason of Executive’s resignation from the Company for any reason other than
Good Reason, all Stock Options that have not already vested as of the date of
such termination shall be immediately forfeited by Executive and Executive
shall have no further right or interest therein.


 


c.  Post-Termination Exercise. Upon
termination of Executive’s employment for any reason other than that described
in subsection b above, Executive shall have one year to


 


C-2





















 


exercise any Stock Options that are vested or become vested as of the
date of Executive’s termination of employment, subject to earlier expiration of
the Stock Option as provided in Section 3.


 


6.  Stockholder Rights.  Executive shall not have any of the rights of
a stockholder with respect to the Stock Options, including the right to vote
the Common Stock that will be issued upon the exercise of the Stock Options or
to receive dividends or other distributions paid or made available with respect
to Common Stock of the Company until such Stock Options are exercised.


 


7.  Withholding.  Executive shall pay all applicable federal,
state and local income and employment taxes (including taxes of any foreign
jurisdiction), which the Company is required to withhold at any time with
respect to the Stock Options.  Such payment
shall be made in full, at Executive’s election, in cash or check, by
withholding from Executive’s next normal payroll check, or by the tender of
shares of Common Stock (including shares acquired upon exercise of the Stock
Options).  Shares tendered as payment of
required withholding shall be valued at the closing price per share of Common
Stock on the date such withholding obligation arises.


 


8.  Transferability.  Except as otherwise provided in this Section 8,
the Stock Options shall not be sold, pledged, assigned, hypothecated, transferred
or disposed of in any manner, whether by the operation of law or
otherwise.  Executive may transfer the
Stock Options, in whole or in part, to a spouse or lineal descendant (a “Family
Member”), a trust for the exclusive benefit of Executive and/or Family
Members, a partnership or other entity in which all the beneficial owners are
Executive and/or Family Members, or any other entity affiliated with Executive
that may be approved by the Compensation Committee (a “Permitted Transferee”).  Subsequent transfers of the Stock Options
shall be prohibited except in accordance with this Section 8.  All terms and conditions of the Stock
Options, including provisions relating to the termination of Executive’s
employment with the Company, shall continue to apply following a transfer made
in accordance with this Section 8. 
Any attempted transfer of the Stock Options prohibited by this Section 8
shall be null and void.  The shares to be
delivered to Executive upon the exercise of any Stock Options shall be issued
under the Company’s then existing omnibus incentive plan and, if the Common
Stock is then traded on a national securities exchange or inter-dealer
quotation system, including without limitation, NASDAQ, or if the Company is
subject to the reporting requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, or any successor provision
thereto, the Company shall take all action necessary to keep in effect a
registration statement under the Securities Act of 1933, as amended, or any successor
provision thereto (the “1933 Act”) enabling Executive to resell Common Stock
without restriction; provided, however, that the Company need not take such
action if, at the time of distribution of Common Stock to Executive, such
shares do not constitute “restricted securities” as defined in Rule 144
under the 1933 Act and Executive is not an “affiliate” of the Company under Rule 405
of the 1933 Act.


 


9.  Adjustments.  In the event that the outstanding shares of
Common Stock are subject to a stock split or changed into or exchanged for a
different number or kind of shares or other securities of the Company or other
corporation by reason of a merger, consolidation, reorganization,
recapitalization, reclassification, combination of shares or a dividend payable
in


 


C-3





















 


capital stock, or a similar corporate structural change, then the
rights of the Executive shall be appropriately adjusted as to the number of
shares of Common Stock subject to the Stock Options and/or as to the Exercise
Price.  The granting of the Stock Options
pursuant to this Award shall not affect in any way the right or power of the
Company to make adjustments, reorganizations, reclassifications, or changes of
its capital or business structure or to merge, consolidate, dissolve,
liquidate, or sell or transfer all or any part of its business or assets.


 


10.  Change in Control.  Subject to the provisions of Section 5
of this Award, the Compensation Committee, in its sole discretion, may at any
time prior to, coincident with or after the time of a Change in Control:


 


(i)   provide
for the acceleration of any vesting conditions relating to the exercise of the
Stock Option or that the Stock Option may be exercised in full on or before a
date fixed by the Committee;


 


(ii)   provide
for the purchase of the Stock Option, upon Executive’s request, for an amount
of cash equal to the amount, as determined by the Compensation Committee in its
sole discretion, which could have been realized upon the exercise of the Stock
Options had the option been currently exercisable; or


 


(iii)  
cause the Stock Options then to be assumed, or new rights substituted
therefore, by the surviving corporation in such Change in Control.


 


Any such actions shall be authorized by the Compensation Committee,
whose determination as to what actions shall be taken and the extent thereof,
shall be final.


 


11.  Agreement Provisions.  In addition to the terms and conditions set
forth herein, this Award is subject to and governed by the terms and conditions
set forth in the Agreement, which is incorporated herein by reference.  In the event of any conflict between the
provisions of this Award and the Agreement, the Agreement shall control.


 


12.  Notice. 
Any written notice required or permitted by this Award shall be mailed,
certified mail (return receipt requested) or hand-delivered, addressed to
Company’s Senior Vice President – Administration at Company’s North American
headquarters at 1155 Perimeter Center West, Atlanta, Georgia 30338, with a copy
to Legal Department, Mirant Services, LLC, 1155 Perimeter Center West, Atlanta,
GA  30338, or to Executive at his most
recent home address on record with the Company. 
Notices are effective upon receipt.


 


13.  Miscellaneous.


 


(a)           Limitation
of Rights.  The granting of this
Award shall not give Executive any rights to similar grants in future years or
any right to be retained in the employ or service of the Company or its
subsidiary or interfere in any way with the right of the Company or any such
subsidiary to terminate Executive’s services at any time, or the right of
Executive to terminate his services at any time.


 


(b)           Severability.  If any term, provision, covenant or
restriction contained in this Award is held by a court or a federal regulatory
agency of competent jurisdiction to be


 


C-4





















 


invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions contained in this Award shall remain in full force
and effect, and shall in no way be affected, impaired or invalidated.


 


(c)           Controlling
Law.  All issues and questions
concerning the construction, validity, enforcement and interpretation of this
Award shall be governed by, and construed in accordance with, the laws of the
State of Georgia.


 


(d)           Arbitration.  Any dispute or controversy arising under or
in connection with the Agreement or this Award or otherwise in connection with
the Executive’s employment by the Company that cannot be mutually resolved by
the parties to the Agreement or this Award and their respective advisors and
representatives shall be settled exclusively by arbitration in Atlanta, Georgia
in accordance with the rules of the American Arbitration Association
before one arbitrator of exemplary qualifications and stature, who shall be
selected jointly by an individual to be designated by the Company and an
individual to be selected by Executive, or if such two individuals cannot agree
on the selection of the arbitrator, who shall be selected by the American
Arbitration Association.  The Company
shall reimburse Executive’s reasonable legal fees if he prevails on a material
issue in an arbitration.


 


(e)           Construction.  This Award contains the entire understanding
between the parties and supersedes any prior understanding and agreements
between them representing the subject matter hereof, except that this Award
shall be subject to the terms and conditions set forth in the Agreement.  There are no other representations,
agreements, arrangements or understandings, oral or written, between and among
the parties hereto relating to the subject matter hereof which are not fully
expressed herein.


 


(f)            Headings.  Section and other headings contained in
this Award are for reference purposes only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of this Award
or any provision hereof.


 


IN WITNESS WHEREOF, the undersigned Chairman
of the Compensation Committee of the Board executes this Award on behalf of the
Company as of day and year first set forth above.


 


	
   

  	
  MIRANT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  



 


C-5





















 


Exhibit D


 


FORM OF
RELEASE


 


This General Release of all Claims (this “Agreement”)
is entered into by William von Blasingame (“Executive”“) and Mirant
Services, LLC and Mirant Corporation (collectively, the “Company”),
effective as of                                .


 


In further consideration of the promises and
mutual obligations set forth in the Employment Agreement between Executive and
the Company, dated                     
(the “Employment Agreement”), Executive and the Company agree as
follows:


 


1.  Return of Property.  All Company files, access keys, desk keys, ID
badges, computers, electronic devices, telephones and credit cards, and such
other property of the Company as the Company may reasonably request, in
Executive’s possession must be returned no later than the date of Executive’s
termination from the Company.


 


2.  General Release and Waiver of Claims.


 


(a)  Release.  In consideration of the payments and benefits
provided to Executive under the Employment Agreement and after consultation
with counsel, Executive, personally and on behalf of each of Executive’s
respective heirs, executors, administrators, representatives, agents,
successors and assigns (collectively, the “Releasors”) hereby
irrevocably and unconditionally releases and forever discharges the Company and
its subsidiaries and affiliates and each of their respective officers,
employees, directors, and agents (“Releasees”) from any and all claims,
actions, causes of action, rights, judgments, obligations, damages, demands,
accountings or liabilities of whatever kind or character (collectively, “Claims”),
including, without limitation, any Claims under any federal, state, local or
foreign law, that the Releasors had, have, may have, or in the future may
possess, arising out of (i) Executive’s employment relationship with and
service as an employee, officer or director of the Company, and the termination
of such relationship or service, and (ii) any event, condition,
circumstance or obligation that occurred, existed or arose on or prior to the
date hereof; provided, however, that Executive does not release,
discharge or waive any rights to payments and benefits provided under the
Employment Agreement that are contingent upon the execution by Executive of
this Agreement nor any rights to
indemnification or as a shareholder of the Company.


 


(b)  Specific
Release of ADEA Claims.  In further
consideration of the payments and benefits provided to Executive under the
Employment Agreement, the Releasors hereby unconditionally release and forever
discharge the Releasees from any and all Claims that the Releasors may have as
of the date Executive signs this Agreement arising under the Federal Age
Discrimination in Employment Act of 1967, as amended, and the applicable rules and
regulations promulgated thereunder (“ADEA”).  By signing this Agreement, Executive hereby
acknowledges and confirms the following: 
(i) Executive was advised by the Company in connection with his
termination to consult with an attorney of his choice prior to signing this
Agreement and to have such attorney explain to Executive the terms of this
Agreement, including, without limitation, the terms relating to Executive’s
release of claims arising under


 


D-1





















 


ADEA, and Executive has in fact consulted with an attorney; (ii) Executive
was given a period of not fewer than 21 days to consider the terms of this
Agreement and to consult with an attorney of his choosing with respect thereto;
and (iii) Executive knowingly and voluntarily accepts the terms of this
Agreement.  Executive also understands
that he has seven (7) days following the date on which he signs this
Agreement within which to revoke the release contained in this paragraph, by
providing the Company a written notice of his revocation of the release and
waiver contained in this paragraph.


 


(c)  No
Assignment.  Executive represents and
warrants that he has not assigned any of the Claims being released under this
Agreement.


 


3.  Proceedings.  Executive has not filed, and agrees not to
initiate or cause to be initiated on his behalf, any complaint, charge, claim
or proceeding against the Releasees before any local, state or federal agency,
court or other body relating to his employment or the termination of his
employment, other than with respect to the obligations of the Company to
Executive under the Employment Agreement (each, individually, a “Proceeding”),
and agrees not to participate voluntarily in any Proceeding.  Executive waives any right he may have to
benefit in any manner from any relief (whether monetary or otherwise) arising
out of any Proceeding.


 


4.  Remedies.  In the event Executive initiates or
voluntarily participates in any Proceeding, or if he fails to abide by any of
the terms of this Agreement or his post-termination obligations contained in
the Employment Agreement, or if he revokes the ADEA release contained in
Paragraph 2(b) of this Agreement within the seven-day period provided
under Paragraph 2(b), the Company may, in addition to any other remedies it may
have, reclaim any amounts paid to him under the severance provisions of the
Employment Agreement or terminate any benefits or payments that are
subsequently due under the Employment Agreement, without waiving the release
granted herein.  Executive acknowledges
and agrees that the remedy at law available to the Company for breach of any of
his post-termination obligations under the Employment Agreement or his
obligations under Paragraphs 2 and 3 of this Agreement would be inadequate and
that damages flowing from such a breach may not readily be susceptible to being
measured in monetary terms.  Accordingly,
Executive acknowledges, consents and agrees that, in addition to any other
rights or remedies that the Company may have at law or in equity, the Company
shall be entitled to seek a temporary restraining order or a preliminary or
permanent injunction, or both, without bond or other security, restraining
Executive from breaching his post-termination obligations under the Employment
Agreement or his obligations under Paragraphs 2 and 3 of this Agreement.  Such injunctive relief in any court shall be
available to the Company, in lieu of, or prior to or pending determination in,
any arbitration proceeding.


 


Executive understands that by entering into
this Agreement he will be limiting the availability of certain remedies that he
may have against the Company and limiting also his ability to pursue certain
claims against the Company.


 


D-2





















 


5.  Severability Clause.  In the event any provision or part of this
Agreement is found to be invalid or unenforceable, only that particular
provision or part so found, and not the entire Agreement, will be inoperative.


 


6.  Non-admission.  Nothing contained in this Agreement will be
deemed or construed as an admission of wrongdoing or liability on the part of
the Company.


 


7.  Governing Law.  All matters affecting this Agreement,
including the validity thereof, are to be governed by, and interpreted and
construed in accordance with, the laws of the State of Georgia applicable to
contracts executed in and to be performed in that State.


 


8.  Arbitration.  Any dispute or controversy arising under or
in connection with this Agreement or otherwise in connection with Executive’s
employment by the Company that cannot be mutually resolved by the parties to
this Agreement and their respective advisors and representatives shall be
settled exclusively by arbitration in Atlanta, Georgia in accordance with the rules of
the American Arbitration Association before one arbitrator of exemplary
qualifications and stature, who shall be selected jointly by an individual to
be designated by the Company and an individual to be selected by Executive or,
if such two individuals cannot agree on the selection of the arbitrator, who
shall be selected by the American Arbitration Association.


 


9.  Notices.  All notices or communications hereunder shall
be in writing, addressed as follows:


 


To the Company:


 


Mirant Corporation


 


 


To Executive:


 


With a copy to:


 


All such notices shall be conclusively deemed
to be received and shall be effective (i) if sent by hand delivery, upon
receipt or (ii) if sent by electronic mail or facsimile, upon confirmation
of receipt by the sender of such transmission.


 


EXECUTIVE
ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT AND THAT HE FULLY KNOWS,
UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT HE HEREBY EXECUTES THE SAME
AND MAKES THIS AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN
VOLUNTARILY AND OF HIS OWN FREE WILL.


 


D-3





















 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first set forth above.


 


 


	
   

  	
  MIRANT CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MIRANT SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  William von Blasingame

  
				



 


D-4





















 


	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Exhibit E

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


CONFIDENTIALITY
AGREEMENT


 


In consideration of my Employment or
continued Employment with Mirant Corporation and for other valuable and
adequate consideration which I agree has been exchanged, I agree to comply with
the Company’s Confidentiality Policy and this Confidentiality Agreement,
specifically:


 


1.             I
agree that the following words and phrases mean:


 


a)             “Affiliate(s)” means any
corporation or entity that is a subsidiary or business unit of Mirant
Corporation.


 


b)            “Company” means Mirant
Corporation, its divisions, its parents, its present and future subsidiaries,
and successors.


 


c)             “Confidential Information”
means and includes items that the Company marks or treats as confidential.  It also includes information (other than
Trade Secrets) that has any value to the Company, is known to persons inside
the Company for purposes of doing their jobs, and is not generally made known
to persons outside the Company.


 


d)            “Confidentiality Policy” means
the policies and procedures the Company uses to protect its valuable
information.  The Confidentiality Policy
may change periodically and all Mirant employees are expected to comply with
the current Confidentiality Policy at all times.


 


e)             “Employment” means my present
or future job with the Company.  Except
during those times when my job may have been subject to a valid employment
agreement, Employment with the Company is, has been, and after this Agreement
continues to be “employment at will.”


 


f)             “Third Party” or “Third Parties”
means a person, firm or some entity other than the Company and its employees.


 


g)            “Trade
Secret(s)” means those things defined as trade secrets by law.  Trade Secrets include information about the
Company business that is valuable to the Company and gives the Company an
advantage in the market place.  This type
of information is not generally made known or available to people outside the


 


E-1





















 


Company, and the Company protects it from
being disclosed.  Information that is a
Trade Secret may be found in such things as software (code and programs),
formulas, patterns, plans, charts, client lists (actual and possible), leads,
pricing information, confidential business arrangements, marketing plans, and
proposals.  Trade Secrets may be found in
other kinds of material as well.


 


2.             I
agree that during my Employment, I have been or may be given access to Trade
Secrets or Confidential Information belonging to the Company, its Affiliates,
or to Third Parties.  I agree that I will
only use this information for the benefit of the Company except as required by applicable law or in
any judicial or administrative process. 
I understand and agree that I must not copy, reveal, give or make known
to anyone outside the Company any Trade Secret or Confidential Information,
without authorization by management and appropriate safeguards.  I further understand and agree that the
Company is entitled to this protection:  (a) for
Trade Secrets as long as it is a Trade Secret under the law, and (b) for
Confidential Information as long as I am employed by the Company and for three (3) years
after my Employment ends.


 


3.             I
agree to not disclose any Confidential Information or Trade Secrets belonging
to Third Parties when:  (a) the
Company has agreed to protect such information, and (b) I am told or
determine that the Third Party’s information should be treated as
confidential.  I will keep the Third
Party’s information confidential in the manner required by the Company.


 


4.             I
agree that I will provide the Company all of its Confidential Information and
Trade Secrets I have or that are under my control (including any belonging to
any Affiliate or Third Party) at any time the Company requests it.


 


5.             I
agree to return the originals and all copies of the Confidential Information
whether in electronic, printed or any other form before the last day of my
Employment.


 


6.             I
agree that this Confidentiality Agreement (a) is governed by the law of
the State of Georgia; (b) is binding on my heirs and representatives; (c) may
be assigned by Mirant Corporation; (d) continues in effect after the end
of my Employment; and (e) cannot be amended or released except in a
document signed by me and the Company.


 


7.             I
agree that this Confidentiality Agreement is intended to replace any previous
agreement, or portions of any agreement that contains confidentiality
requirements, that conflicts with this one. 
I further agree that this Confidentiality Agreement is to be read to
give the Company the greatest protection possible without being contrary to
law.  If any court finds part of this
Confidentiality Agreement to be unenforceable, I


 


E-2





















 


agree that part will be struck out and the
remainder of the Confidentiality Agreement will continue in effect.


 


In witness
hereof, I have executed this Confidentiality Agreement this             
day of                             ,
2005.


 


 


	
   

  	
   

  	
   

  	
   

  
	
  HR Representative

  	
   

  	
   

  	
  Employee Signature

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Print Name & Title

  	
   

  	
   

  	
  Print Name

  	
   

  
							



 


E-3





















 


	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Exhibit F

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


INTELLECTUAL PROPERTY AGREEMENT


 


In consideration of my Employment or continued Employment with Mirant
Corporation, and for other valuable and adequate consideration which I agree
has been exchanged, I agree to comply with the Company’s Intellectual Property
Policy and this Intellectual Property Agreement (“Agreement”),
specifically:


 


1.             I agree that the
following words and phrases mean:


 


a)             “Affiliate(s)” means any
corporation or entity that is a subsidiary or business unit of Mirant
Corporation.


 


b)            “Company” means Mirant
Corporation, its divisions, its parents, its present and future subsidiaries,
and successors.


 


c)             “Employment” means my present
or future job with the Company.  Except
during those times when my job may have been subject to a valid employment
agreement, Employment with the Company is, has been, and after this Agreement
continues to be “employment at will.”


 


d)            “Intellectual Property” means
any invention, discovery, creation, improvement or design.  Such Intellectual Property includes machines,
processes, concepts, chemical compounds, computer programs, authored material,
trademarks, service marks, and improvements to any of these items; Intellectual
Property may also include other things not listed here.  An individual’s work (and that of those
working together) will be considered the Company’s Intellectual Property if it:
(i) is related to any job the individual holds or has held with the
Company or its Affiliates, (ii) is created, worked on or implemented while
the individual is at work, or (iii) is created, worked on or implemented
using Company or Affiliate personnel, facilities, equipment knowledge,
information, resources or materials.


 


e)             “Intellectual
Property Policy” means the policies and procedures the Company uses to
protect its valuable Intellectual Property. 
The Intellectual Property Policy may change periodically and all Mirant
employees are expected to comply with the current Intellectual Property Policy
at all times.


 


f)             “Third
Party” or “Third Parties” means a person, firm or some entity other
than the Company and its employees.


 


F-1





















 


2.             I agree that I will fully inform the
Company about any material that might be Intellectual Property at the earliest
possible time.  I also agree that I will
not disclose innovations or potential Intellectual Property to Third Parties
and will treat it as covered by the Company’s Confidentiality Policy and my
Confidentiality Agreement with the Company.


 


3.             As a part of this Agreement, I
transfer to the Company all rights to Intellectual Property which comes into
existence during my Employment.  I agree
that all Intellectual Property is a “work for hire” (as defined in the United
States Code) belonging exclusively to the Company.  No Intellectual Property I transfer will be
considered “joint work” belonging to anyone other than the Company.


 


4.             I
agree to sign any documents, and provide any assistance the Company may need to
protect the Intellectual Property, obtain registrations (including Patents,
Trademarks, Copyrights, etc.), and establish and maintain its title to the
Intellectual Property.  The Company will
pay expenses required to obtain these protections.


 


5.             I
understand that the Company may decide, for whatever reason, not to pursue
legal protection for Intellectual Property created by me.  The company may also choose to release its
interest in the Intellectual Property to me. 
If this happens, I agree to execute any documents necessary to give the
Company the perpetual right and license to use, maintain, modify, make
derivative works from, practice and market the Intellectual Property at no cost
to the Company.


 


6.             I agree that I will provide the
Company all of its Intellectual Property that I have or that is under my
control (including any belonging to any Affiliate or Third Party) at any time
the Company requests it.


 


7.             I
agree to return the originals and all copies of the Intellectual Property
information whether in electronic, printed or any other form before the last
day of my Employment.


 


8.             I agree that this Agreement (a) is
governed by the laws of the State of Georgia; (b) is binding on my heirs
and representatives; (c) may be assigned by the Company; (d) continues
in effect after the end of my Employment; and (e) cannot be amended or
released except in a document signed by me and the Company.


 


9.             I agree that this Agreement is
intended to replace any previous agreement, or portions of any agreement that
contains intellectual property requirements, that conflicts with this one.  I further agree that this Agreement is be
read to give the Company the greatest protection possible without being
contrary to law.  If any court finds part
of this Agreement to be unenforceable, I agree that part will be struck out and
the remainder of the Agreement will continue in effect.


 


F-2





















 


In witness
hereof, I have executed this Confidentiality Agreement this                
day of                          ,
                            .


 


 


	
   

  	
   

  	
   

  	
   

  
	
  HR Representative

  	
   

  	
   

  	
  Employee Signature

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Print 

  
	
  Name & Title

  	
   

  	
  Print Name

  	
   

  
						



 


F-3





















 


EXHIBIT G


 


FORM OF
RELEASE BY THE COMPANY


 


This Release of Claims (this “Agreement”)
is entered into by William von Blasingame (“Executive”) and Mirant
Services, LLC and Mirant Corporation (collectively, the “Company”),
effective as of [DATE].


 


In consideration of the promises and mutual
obligations set forth in the Employment Agreement between Executive and the
Company, dated                                 
(the “Employment Agreement”) and other good and valuable consideration,
Executive and the Company agree as follows:


 


1.  General Release and Waiver of Claims.


 


(a)           Release.  The Company and its subsidiaries and
affiliates (“Company Releasors”) hereby irrevocably and unconditionally
release and forever discharge Executive personally and each of Executive’s
heirs, executors, administrators, representatives, agents, successors and
assigns (collectively, the “Executive Releasees”) from any and all
claims, actions, causes of action, rights, judgments, obligations, damages,
demands, accountings or liabilities of whatever kind or character
(collectively, “Claims”), including, without limitation, any Claims
under any federal, state, local or foreign law, that the Company Releasors had,
have, may have, or in the future may possess, arising out of Executive’s
employment relationship with and service as an employee, officer or director of
the Company, and the termination of such relationship or service; provided,
however, that the Company Releasors do not release, discharge or waive
any Claims arising out of or resulting from Executive’s fraud, gross-negligence
or other violation of law.


 


(b) No Assignment.  The Company represents and warrants that it
has not assigned any of the Claims being released under this Agreement.


 


2.  Proceedings.  The Company has not filed, and agrees not to
initiate or cause to be initiated on its behalf, any complaint, charge, claim
or proceeding against the Executive Releasees before any local, state or
federal agency, court or other body based on the Claims released under this
Agreement (a “Proceeding”) and agrees not to participate voluntarily in
any Proceeding.


 


3.  Remedies.  The Company acknowledges and agrees that the
remedy at law available to the Executive for breach of any of the Company’s
obligations under Paragraphs 1 and 2 of this Agreement would be inadequate
and that damages flowing from such a breach may not readily be susceptible to
being measured in monetary terms. 
Accordingly, the Company acknowledges, consents and agrees that, in
addition to any other rights or remedies that Executive may have at law or in
equity, Executive shall be entitled to seek a temporary restraining order or a
preliminary or permanent injunction, or both, without bond or other security,
restraining the Company from breaching its obligations under Paragraphs 1
and 2 of


 


G-1





















 


this Agreement.  Such injunctive
relief in any court shall be available to Executive, in lieu of, or prior to or
pending determination in, any arbitration proceeding.


 


The Company understands that by entering into
this Agreement it will be limiting the availability of certain remedies that it
may have against Executive and limiting also its ability to pursue certain
claims against Executive.


 


4.  Severability Clause.  In the event any provision or part of this
Agreement is found to be invalid or unenforceable, only that particular
provision or part so found, and not the entire Agreement, will be inoperative.


 


5.  Non-admission.  Nothing contained in this Agreement will be
deemed or construed as an admission of wrongdoing or liability on the part of Executive.


 


6.  Governing Law.  All matters affecting this Agreement,
including the validity thereof, are to be governed by, and interpreted and
construed in accordance with, the laws of the State of Georgia applicable to
contracts executed in and to be performed in that State.


 


7.  Arbitration.  Any dispute or controversy arising under or
in connection with this Agreement or otherwise in connection with Executive’s
employment by the Company that cannot be mutually resolved by the parties to
this Agreement and their respective advisors and representatives shall be
settled exclusively by arbitration in Atlanta, Georgia in accordance with the rules of
the American Arbitration Association before one arbitrator of exemplary
qualifications and stature, who shall be selected jointly by an individual to
be designated by the Company and an individual to be selected by Executive or,
if such two individuals cannot agree on the selection of the arbitrator, who
shall be selected by the American Arbitration Association.


 


8.  Notices.  All notices or communications hereunder shall
be in writing, addressed as follows:


 


To the Company:


 


Mirant Corporation


 


 


To Executive:


 


G-2





















 


All such notices shall be conclusively deemed
to be received and shall be effective (i) if sent by hand delivery, upon
receipt or (ii) if sent by electronic mail or facsimile, upon confirmation
of receipt by the sender of such transmission.


 


THE COMPANY
ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND THAT IT FULLY KNOWS,
UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT IT HEREBY EXECUTES THE SAME
AND MAKES THIS AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN
VOLUNTARILY AND OF ITS OWN FREE WILL.


 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first set forth above.


 


 


	
   

  	
  MIRANT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MIRANT SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  William von Blasingame

  
				



 


G-3