Exhibit 10.1
EMPLOYMENT AGREEMENT
Between
Mirant Corporation
and
Thomas Legro
THIS AGREEMENT is made as of December 1, 2005 between Mirant Corporation (the
"Company"), Mirant Services, LLC ("Services") and Thomas Legro ("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 DECEMBER 1,
2005 (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 SENIOR VICE
PRESIDENT AND CONTROLLER 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") AND CHIEF FINANCIAL OFFICER ("CFO") 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
FINANCIAL 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 AND COMMUNITY ACTIVITIES,
(II) PARTICIPATING IN INDUSTRY AND TRADE ORGANIZATION ACTIVITIES, (III) MANAGING
HIS AND HIS FAMILY'S PERSONAL INVESTMENTS AND AFFAIRS, AND