CORPORATE OPPORTUNITIES ON EXECUTIVE'S OWN BEHALF.
THIS
SECTION 23 SHALL NOT APPLY TO PURCHASES OF PUBLICLY TRADED STOCK BY EXECUTIVE.
24.
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.
16
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/ Thomas Legro
Thomas Legro
17
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 Thomas Legro ("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