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EXHIBIT 10.3.2
CONSULTING AGREEMENT
This
Consulting Agreement (“Agreement”) is entered into
as of May 30, 2008, by and between Calpine Corporation
(“Calpine”) and Charles Clark
(“Consultant”), with reference to the
following:
WHEREAS,
Consultant has substantial knowledge regarding Calpine’s
accounting and financial operations arising from
Consultant’s former employment by Calpine, and has
substantial accounting and financial expertise;
WHEREAS,
Calpine and Consultant have agreed that Consultant will
provide consulting services to Calpine pursuant to the terms
and conditions of this Agreement; and
WHEREAS,
in connection with the consulting services contemplated under
this Agreement, Consultant acknowledges that he will have
access to Calpine’s Confidential Information (as defined
below).
NOW,
THEREFORE, in consideration of the covenants and agreements
set forth herein, and subject to the approval of the
Compensation Committee of Calpine’s Board of Directors,
the parties agree as follows:
1.
Term . Calpine hereby engages Consultant and
Consultant accepts such engagement for a term commencing on the
date set forth above and continuing for a maximum period of
eighteen (18) months (the “Term”) unless sooner
terminated by Calpine as provided in this Agreement. Any
termination of this Agreement is effective on two weeks notice as
set forth in Section 9 hereof. This Agreement may be
extended by written agreement of both parties.
2.
Services to Be Rendered .
2.1.
Consultant
shall provide consulting services to Calpine as requested by
Calpine, to assist Calpine with any issues relating to the
transition of a new Calpine Controller, the transition of a new
Calpine Chief Financial Officer, general accounting and securities
law issues, financial closings and related Securities and Exchange
Commission (“SEC”) filings, and any ongoing or new
inquiries from any governmental, regulatory or similar agency or
entity (collectively, the
“Services”). Consultant shall at all times
faithfully, industriously and to the best of his ability,
experience, and talent, perform to the satisfaction of Calpine all
of the requested Services. Consultant acknowledges and
agrees that he shall at all times control the manner and means by
which the Services are provided. Calpine shall make
space available in its offices for the Consultant’s
reasonable use in connection with the Services provided under this
Agreement.
2.2.
During
the first nine (9) months of the Term, Consultant shall be
available, as requested by Calpine, to work a normal, full workweek
in Houston, Texas or at any other location reasonably chosen by
Calpine. During the final nine (9) months of the Term,
Consultant is expected to fully cooperate with Calpine and be
available as needed periodically, but is not required to work
full-time for Calpine unless he is available to do
so. Consultant’s primary work location is expected
to be Calpine’s Houston, Texas offices located at 717 Texas
Street, but
Consultant
shall work at other locations as reasonably required by
Calpine. If in California, for weeks that Calpine
requires Consultant to work full-time at Calpine’s
Houston, Texas offices, Consultant shall fly to Houston and
arrive at Calpine’s Houston offices as early as possible
on Monday morning Texas time, work the balance of that
workday, work a full workday Tuesday through Thursday, work
Friday morning and depart for the airport early Friday
afternoon Texas time. If in Houston, Consultant
shall work a normal full workweek.
3.
Termination . If Consultant fails to make himself
available or perform the Services as set forth in Section 2 above,
Calpine may terminate this Agreement with two weeks’ written
notice to Consultant and Consultant shall have no right to receive
any consulting fees thereafter.
4.
Compensation . Calpine shall pay to Consultant a
consulting fee of Thirty Three Thousand Three Hundred and Thirty
Three Dollars ($33,333.00) per calendar month of the Term (the
“Fee”), with the first monthly payment made as soon as
administratively possible after the first of the month following
the termination of Consultant’s employment by Calpine, and
with monthly payments thereafter to be made at or around the first
of each subsequent month.
5.
Reimbursement of Expenses . Calpine shall
reimburse Consultant for his actual, reasonable business expenses
incurred in connection with his performance of the Services, after
Consultant submits appropriate documentation of such
expenses. These expenses may include reasonable
travel between Houston and California, and reasonable expenses for
lodging and meals in Houston, consistent with the Calpine travel
expense policy.
6.
Relationship of the Parties; Withholding and Other
Deductions . Consultant acknowledges and agrees
that the relationship between Calpine and Consultant intended to be
created by this Agreement is that of client and independent
contractor, and nothing herein contained shall be construed as
creating a relationship of employer and employee or principal and
agent between them. Consultant shall neither act nor
make any representation that he is authorized to act as an
employee, agent or officer of Calpine. Consultant
acknowledges and agrees that he is responsible for paying all taxes
related to th
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