Exhibit 10.1
EMPLOYMENT AGREEMENT
Between
Mirant Corporation
and
Edward R. Muller
THIS AGREEMENT is made as of September 30, 2005 between Mirant Corporation (the
"Company"), Mirant Services, LLC ("Services") and Edward R. Muller
("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 the date the
United States Bankruptcy Court for the Northern District of Texas (Fort Worth
Division) (the "Bankruptcy Court") enters an order approving this Agreement (the
"Commencement Date") and ending as provided in Section 5 hereof (the "Employment
Period").
The Company shall make reasonable commercial efforts to obtain
Bankruptcy Court approval of this Agreement promptly following the execution
hereof by Executive.
This Agreement shall be void ab initio and of no force and
effect if the Commencement Date does not occur on or before December 31, 2005 or
if Executive fails to be elected as a member and Chairman of the Board of
Directors of the Company (the "Board"), as of the Commencement Date.
2.
Position and Duties.
(A)
DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL SERVE AS THE CHIEF
EXECUTIVE OFFICER ("CEO") OF THE COMPANY AND SHALL HAVE THE NORMAL DUTIES,
RESPONSIBILITIES, FUNCTIONS AND AUTHORITIES CUSTOMARILY EXERCISED BY THE CEO OF
A COMPANY OF SIMILAR SIZE AND NATURE AS 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 BOARD 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 BOARD
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