|
EXHIBIT 10.3.1
April 7,
2008
Chuck
Clark
3616
Richmond Ave.
Apt
1615
Houston,
TX 77046
Re. Employment
Separation
Dear
Chuck:
Your
employment with Calpine will end effective May 30,
2008. This letter agreement (the
“Agreement”) confirms the terms of your separation
from employment with Calpine Corporation, a Delaware
corporation or one or more of its subsidiaries (collectively,
“Calpine”) and offers you the following benefits
in exchange for a release of all claims.
1.
Separation
Date . Your employment with Calpine will be
terminated effective May 30, 2008 (the “Separation
Date”).
2.
Additional
Payment and Benefits . In exchange for the
waiver and release described in Paragraphs 7 and 8 below,
Calpine agrees to provide you with an additional payment and
benefits as described in the Calpine Corporation Change in
Control and Severance Benefits Plan (“the Plan”)
and the Severance Benefit Summary Sheet provided to you with
this letter. By signing this Agreement, you also
warrant that you understand and have read the terms of the
Plan.
3.
Participation in
401(k) and Life and Disability Insurance Plans
. As you will no longer be a Calpine employee after
the Separation Date, you will not participate in
Calpine’s life and disability insurance plans after the
Separation Date. Distribution options under Calpine’s
401(k) plan will be pursuant to the plan rules, and you will
be provided with notice of such options by separate
letter.
4.
Return of
Company Property . You warrant that, by the
Separation Date, you will return to your manager or human
resources representative all Calpine property or data of any
type, including computer and e-mail passwords, that are in
your possession or control, without retaining any copies,
notes or extracts thereof. However, if you and
Calpine enter into a Consulting Agreement effective
immediately after your separation from employment by Calpine,
you may retain the Calpine laptop computer and home fax
machine/printer in your possession, as well as your Calpine
email address, during the term of any such Consulting
Agreement.
5.
References
. You should direct all requests for employment
references to John Moore in Calpine’s Human Resources
Department, or his successor. Human Resources will
respond to all such inquiries by stating that, as a matter of
company policy, Calpine declines to provide any information
regarding former employees other than the former
employee’s dates of employment and job title, and with
written authorization from the employee, the former
employee’s salary.
6.
Confidential
Information; Use of Confidential Information to Compete
. By signing below, you acknowledge that as a
result of your employment with Calpine you have had access to
Confidential Information of Calpine (for the purposes of this
Agreement, Confidential Information includes but is not
limited to trade secrets, inventions, marketing plans, product
plans, business strategies, financial information, forecasts,
personnel information, customer lists, customer information,
and any other information which gives Calpine an opportunity
to obtain advantage over competitors who do not know or use
it) and that you will hold all such Confidential Information
in strictest confidence and will not disclose to any person or
entity or make use, directly or indirectly, of such
Confidential Information,
except to Calpine for its exclusive
benefit during the term of any consulting agreement
between you and Calpine. You confirm that you will
deliver to your manager or human resources representative,
within ten (10) days of the Separation Date, all diskettes,
documents and data of any nature pertaining to any such
Confidential Information and that you have not taken or
retained any such diskettes, documents or data or any
reproductions. Nor shall you directly or indirectly
use Confidential Information of Calpine to compete with
Calpine, or disclose Confidential Information to a competitor
of Calpine or to any other person or entity.
7.
Release of
Claims . You acknowledge that you have no
claims against Calpine based on your employment with Calpine
or the separation of that employment, except for claims that
are specifically excluded from this release by Paragraph 8,
below. By signing below, you release Calpine and
forever discharge Calpine from all claims, demands, causes of
action, damages and liabilities, known or unknown, that you
have ever had, now have or may claim to have had relating to
or arising from your employment with or separation from
Calpine, except for claims that are specifically excluded from
this release by Paragraph 8, below.
You
expressly waive the benefits of Section 1542 of the Civil Code
of the State of California (and under other state and federal
provisions of similar effect) which provides:
A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER
MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR.
8.
Waiver of Claims
Including Employment-Related Claims . You understand
that the release you are providing releases and waives any and
all claims you may have against Calpine and its owners,
agents, officers, shareholders, employees, directors,
attorneys, subscribers, subsidiaries, affiliates, insurers,
successors and assigns, whether known or not known, including,
without limitation, claims under any employment laws,
including, but not limited to, claims of unlawful discharge,
breach of contract, breach of the covenant of good faith and
fair dealing, retaliation, harassment, fraud, violation of
public policy, defamation, physical injury, emotional
distress, cl
|
