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