Exhibit 10.5
EMPLOYMENT AGREEMENT
Between
Mirant Corporation
and
Robert E. Driscoll
THIS AGREEMENT is made as of
, 2006 between
Mirant Corporation (the "Company"), Mirant Services, LLC ("Services") and Robert
E. Driscoll ("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 JANUARY 3,
2006 (THE "COMMENCEMENT DATE") AND ENDING AS PROVIDED IN SECTION 4 HEREOF (THE
"EMPLOYMENT PERIOD").
2. POSITION AND DUTIES.
(A) DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL SERVE AS MIRANT'S SENIOR VICE
PRESIDENT AND HEAD OF ASSET MANAGEMENT - US REGION. 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") AND EXECUTIVE VICE
PRESIDENT AND US REGION HEAD 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 EXECUTIVE VICE
PRESIDENT AND US REGION HEAD 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