Exhibit 10.2
EMPLOYMENT AGREEMENT
Between
Mirant Corporation
and
S. Linn Williams
THIS AGREEMENT is made as of November 3, 2005 between Mirant Corporation (the
"Company"), Mirant Services, LLC ("Services") and S. Linn Williams
("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 7,
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 EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL 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