EXHIBIT 10.2
CALPINE
CORPORATION
ANNUAL EXECUTIVE
NON-QUALIFIED STOCK OPTION
AGREEMENT
(Pursuant to the 2008 Equity
Incentive Plan)
OPTION granted December 17, 2008 (the "Grant
Date"), by Calpine Corporation, a Delaware corporation (the
"Corporation"), to ZAMIR RAUF (the "Grantee") pursuant to
this Non-Qualified Stock Option Agreement ("Stock Option
Agreement").
1.
GRANT OF OPTION. The Corporation
hereby grants to the Grantee the irrevocable Option to purchase, on
the terms and subject to the conditions set forth herein and in the
Plan (as defined below), up to 100,000 fully paid and
nonassessable shares ("Total Shares") of the Corporation's Common
Stock, par value $.001 per share, at the option price of
$8.01 per share, being not less than 100% of the fair
market value of such Common Stock on the Grant Date.
The Option is granted pursuant to the
Corporation's 2008 Equity Incentive Plan (the "Plan"), a copy of
which is attached hereto. The Option is subject in its entirety to
all the applicable provisions of the Plan as in effect on the Grant
Date, which are hereby incorporated herein by
reference. The Option is not intended to qualify as an
“incentive stock option” within the meaning of Section
422 of the Code. Except as otherwise provided herein, or
unless the context clearly indicates otherwise, capitalized terms
not otherwise defined herein shall have the same definitions as
provided in the Plan.
2.
PERIOD OF OPTION. The period of the
Option shall commence on the Grant Date and expire on the tenth
(10 th
) anniversary of the Grant Date
("Option Period"). Notwithstanding the foregoing, upon a
termination of employment or service with the Corporation, the
Option shall expire in accordance with Section 13 of the
Plan.
The Option (or
any lesser amount thereof) may be exercised from time to time
during the Option Period as to the number of Total Shares allowable
under Section 3 below and the Plan.
3.
EXERCISE OF OPTION. The Option is
cumulatively exercisable ("vested") in installments in accordance
with the following schedule, provided the Grantee has been
continuously employed by the Corporation through the anniversary
dates of the Grant Date set forth below:
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Fiscal Year
Beginning on the
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Grant Date
and the Anniversary
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Date of the
Grant Date
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Continuous
employment includes any paid leave of absence and any unpaid leave
of absence up to 30 days, but does not include any unpaid leave of
absence after 30 days.
Notwithstanding
any other provision herein to the contrary, upon the occurrence of
a Change in Control (as defined in the Plan), the Option shall
become immediately vested in full.
4.
SECURITIES ACT REQUIREMENTS. In
addition to the requirements set forth herein and in the Plan, (i)
the Option shall not be exercisable in whole or in part, and the
Corporation shall not be obligated to issue any shares of Common
Stock subject to any such Option, if such exercise and sale or
issuance would, in the opinion of counsel for the Corporation,
violate the Securities Act of 1933 (the "1933 Act") or other
Federal or state statutes having similar requirements, as they may
be in effect at that time; and (ii) each Option shall be subject to
the further requirement that, at any time that the Committee shall
determine, in its discretion, that the listing, registration or
qualification of the shares of Common Stock subject to such Option
under any securities exchange requirements or under any applicable
law, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of, or in connection
with, the issuance of shares of Common Stock, such Option may not
be exercised in whole or in part unless such listing, registration,
qualification
