Exhibit 10.1
MIRANT CORPORATION
2006 NON-EMPLOYEE DIRECTORS
COMPENSATION PLAN
As amended August 7,
2008
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MIRANT CORPORATION
2006 NON-EMPLOYEE DIRECTORS
COMPENSATION PLAN
ARTICLE 1
PURPOSE
1.1. PURPOSE. The purpose of
the Mirant Corporation 2006 Non-Employee Directors Compensation
Plan is to retain, compensate, and attract highly-qualified
individuals who are not employees of Mirant Corporation or any of
its subsidiaries or affiliates for service as members of the Board
by providing them with competitive compensation and an ownership
interest in the Common Stock of the Company. The Company intends
that the Plan will benefit the Company and its stockholders by
allowing Non-Employee Directors to have a personal financial stake
in the Company through an ownership interest in the Common Stock
and will closely associate the interests of Non-Employee Directors
with that of the Company’s stockholders.
1.2. ELIGIBILITY .
Non-Employee Directors of the Company who are Eligible
Participants, as defined below, shall automatically be participants
in the Plan.
ARTICLE 2
DEFINITIONS
2.1. DEFINITIONS. Unless the
context clearly indicates otherwise, the following terms shall have
the following meanings:
“ Quarterly Retainer
” means the Base Quarterly Retainer and the Supplemental
Quarterly Retainers.
“ Base Quarterly
Retainer ” means the quarterly retainer (excluding
expenses) payable by the Company to a Non-Employee Director
pursuant to Section 5.1 hereof for service as a director of
the Company ( i.e. , excluding any Supplemental Quarterly
Retainer); as such amount may be changed from time to
time.
“ Board ” means
the Board of Directors of the Company.
“ Calendar Year ”
means the twelve month period ending on December 31 of each
year.
“ Common Stock ”
means the common stock, par value $0.01 per share, of the
Company.
“ Company ” means
Mirant Corporation, a Delaware corporation.
“ Disability ”
means any illness or other physical or mental condition of a
Non-Employee Director that renders him or her incapable of
performing as a director of the Company, or any medically
determinable illness or other physical or mental
condition
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resulting from a bodily injury, disease or
mental disorder which, in the judgment of the Board, is permanent
and continuous in nature. The Board may require such medical or
other evidence as it deems necessary to judge the nature and
permanency of a Non-Employee Director’s condition.
“ Effective Date
” means October 1, 2008.
“ Election Form ”
means a form (electronic or otherwise), in the form prescribed by
the Corporate Secretary from time to time, pursuant to which a
Non-Employee Director elects to defer some or all of his or her
Quarterly Retainer pursuant to the Mirant Deferred Compensation
Plan.
“ Eligible Participant
” means any person who is a Non-Employee Director on the
Effective Date or becomes a Non-Employee Director while this Plan
is in effect; except that during any period a director is
prohibited from participating in the Plan by his or her employer or
otherwise waives participation in the Plan, such director shall not
be an Eligible Participant.
“ Fair Market Value
” means the closing price of the Common Stock reported on the
principal exchange on which the Common Stock is then listed or
admitted for trading, on the applicable date (or, if the Common
Stock was not traded on such date, then on the last preceeding date
on which the Common Stock was traded).
“ Lead Independent
Director ” means the Non-Employee Director who has been
designated by the Board as the Lead Independent Director for the
Plan Year in question. The Board may change the designation of Lead
Independent Director from time to time.
“ Non-Employee Director
” means a director of the Company who is not an employee of
the Company or of any of its subsidiaries or affiliates.
“ Omnibus Incentive
Plan ” means the Mirant Corporation 2005 Omnibus
Incentive Plan, or any subsequent omnibus compensation plan
approved by the Company’s stockholders Board and designated
as the Omnibus Incentive Plan for purposes of this Plan.
“ Plan ” means
this Mirant Corporation 2006 Non-Employee Directors Compensation
Plan, as amended from time to time.
“ Plan Year ”
means the twelve-month period ending on June 30 of each
year.
“ Restricted Stock
Units ” represent the right to receive shares of Common
Stock, on a one-for one basis, upon termination of service from the
Board; provided that applicable vesting provisions are satisfied.
Restricted Stock Units granted under this Plan to Eligible
Participants will be subject to forfeiture and transfer
restrictions set forth in Article 6.
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“ Supplemental Quarterly
Retainer ” means the quarterly retainer (excluding
expenses) payable by the Company to a Non-Employee Director
pursuant to Section 5.2 hereof for service as Lead Independent
Director or as a chair of a committee of the Board, as such amount
may be changed from time to time.
ARTICLE 3
ADMINISTRATION
3.1. ADMINISTRATION. The Plan
is intended to reflect the program for compensation of the
Company’s Non-Employee Directors as determined from time to
time by the Board. The Plan shall be administered by the
Compensation Committee of the Board (the “Compensation
Committee”). Subject to the provisions of the Plan, the
Compensation Committee shall be authorized to interpret the Plan,
to establish, amend and rescind any rules and regulations relating
to the Plan, and to make all other determinations necessary or
advisable for the administration of the Plan. The Compensation
Committee’s interpretation of the Plan, and all actions taken
and determinations made by the Compensation Committee pursuant to
the powers vested in it hereunder, shall be conclusive and binding
upon all parties concerned including the Company, its stockholders
and persons granted awards under the Plan. The Compensation
Committee hereby appoints the Corporate Secretary to carry out the
ministerial functions of the Plan, but the Corporate Secretary
shall have no other authority or powers of the Compensation
Committee.
3.2. RELIANCE . In
administering the Plan, the Compensation Committee may rely upon
any information furnished by the Company, its public accountants
and other experts. No individual will have personal liability by
reason of anything done or omitted to be done by the Company or the
Board, or the Compensation Committee in connection with the Plan.
This limitation of liability shall not be exclusive of any other
limitation of liability to which any such person may be entitled
under the Company’s certificate of incorporation or
otherwise.
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ARTICLE 4
SOURCE OF SHARES
4.1. SOURCE OF SHARES FOR THE
PLAN. The Restricted Stock Units and shares of Common Stock
that may be issued pursuant to the Plan shall be issued under the
Omnibus Incentive Plan, subject to all of the terms and conditions
of the Omnibus Incentive Plan. The terms contained in the Omnibus
Incentive Plan are incorporated into and made a part of this Plan
with respect to Restricted Stock Units granted pursuant hereto and
any such awards shall be governed by and construed in accordance
with the Omnibus Incentive Plan. In the event of any actual or
alleged conflict between the provisions of the Omnibus Incentive
Plan and the provisions of this Plan, the provisions of the Omnibus
Incentive Plan shall be controlling and determinative. This Plan
does not constitute a separate source of shares for the grant of
the equity awards described herein.
ARTICLE 5
CASH
