{"id":38583,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/change-in-control-agreement-mirant-corp-mirant-services-llc7.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"change-in-control-agreement-mirant-corp-mirant-services-llc7","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/change-in-control-agreement-mirant-corp-mirant-services-llc7.html","title":{"rendered":"Change in Control Agreement &#8211; Mirant Corp., Mirant Services LLC and Douglas L. Miller"},"content":{"rendered":"<pre>                           CHANGE IN CONTROL AGREEMENT\n\n     THIS CHANGE IN CONTROL AGREEMENT (\"Agreement\") made and entered into by and\namong Mirant  Corporation  (\"Mirant\"),  Mirant  Services LLC (the \"Company\") and\nDouglas L. Miller  (\"Executive\")  (hereinafter  collectively  referred to as the\n\"Parties\")  is  effective  as of the  execution  date of this  Agreement  unless\notherwise provided herein.\n\n                              W I T N E S S E T H:\n                               - - - - - - - - - -\n\n     WHEREAS,  Executive  serves as Senior Vice President and General Counsel of\nthe Company, which serves as the employer with respect to assets held by Mirant;\n\n     NOW, THEREFORE, in consideration of the premises, and the agreements of the\nparties set forth in this Agreement,  and other good and valuable consideration,\nthe receipt and sufficiency of which are hereby acknowledged, the parties hereby\nagree as follows:\n\n     1. Definitions.  For purposes of this Agreement,  the following terms shall\n        ------------ \nhave the following meanings: \n\n          (a) \"Annual  Compensation\"  shall mean Executive's highest annual base\n              ----------------------\n     salary  rate in effect  during the twelve  (12)  month  period  immediately\n     preceding the date of the Change in Control, plus Executive's target annual\n     bonus for the year in which  the  Change in  Control  occurred,  or if such\n     target  annual  bonus had not been set for such  year,  Executive's  target\n     annual bonus for the next previous year.\n\n          (b) \"Board\" shall mean the board of directors of Mirant.\n              ------- \n\n          (c)  \"Change in  Control\"  shall have the  meaning of such term as set\n               --------------------\n     forth in the Change in Control Benefit Plan Determination Policy.  However,\n     any  amendment  to the Policy  which  causes the  definition  of \"Change in\n     Control\"  to be more  restrictive  than  such  definition  in effect on the\n     Effective  Date  shall  not be taken  into  account  for  purposes  of this\n     Agreement, unless approved by the Board or a compensation committee thereof\n     and agreed to in writing by Executive.\n\n          (d) \"Change in Control Benefit Plan  Determination  Policy\" shall mean\n              -------------------------------------------------------\n     the Mirant Change in Control Benefit Plan Determination Policy, as approved\n     by the Board, as such policy may be amended from time to time in accordance\n     with the provisions therein.\n\n          (e) \"COBRA  Coverage\"  shall mean any  continuation  coverage to which\n              -----------------\n     Executive or his dependents may be entitled pursuant to Code Section 4980B.\n\n          (f) \"Code\" shall mean the Internal  Revenue Code of 1986,  as amended.\n               ----\n\n          (g)  \"Company\"  shall mean Mirant  Services  LLC, its  successors  and\n                -------\n     assigns. \n\n\n\n          (h)  \"Effective  Date\"  shall  mean  the  date  of  execution  of this\n               ----------------- \n     Agreement, unless otherwise provided herein. \n\n          (i)   \"Executive   Outplacement   Program\"   shall  mean  the  program\n                -----------------------------------\n     established  by the Company  from time to time for the purpose of assisting\n     executive  officers  of the  Company in finding  employment  outside of the\n     Company which provides for the following services:\n\n              (i)   self-assessment,   career   decision  and  goal setting; \n              (ii)  job market  research  and job sources;\n              (iii) networking  and  interviewing   skills;  \n              (iv)  planning  and  implementation  strategy;  \n              (v)   resume writing, job hunting methods and salary negotiation;\n                    and \n              (vi) office support and job search resources.\n\n          (j) \"Good  Reason\" shall mean,  without  Executive's  express  written\n              -------------\n     consent,  after written notice to the Company,  and after a thirty (30) day\n     opportunity  for the Company to cure, the  continuing  occurrence of any of\n     the following events:\n\n               (i) Inconsistent Duties. A meaningful and detrimental  alteration\n                   --------------------  \n          in   Executive's   position  or   in  the  nature  or  status  of  his\n          responsibilities from those in effect immediately prior to  the Change\n          in Control;\n\n               (ii) Reduced Salary.  A reduction of five percent (5%) or more by\n                    ---------------\n          the Company in either of the following: (a) Executive's highest annual\n          base salary rate as in effect at any time during the twelve (12) month\n          period immediately  preceding the date of the Change in Control (\"Base\n          Salary\")  (except for a less than ten percent (10%),  across-the-board\n          base salary rate reduction  similarly  affecting at least  ninety-five\n          percent (95%) of all Executive  Employees of the Company);  or (b) the\n          sum of  Executive's  Base Salary plus target bonus under the Company's\n          short term bonus plan, as in effect immediately prior to the Change in\n          Control  (except for a less than ten percent  (10%),  across-the-board\n          reduction  of base salary plus target bonus under such short term plan\n          similarly   affecting  at  least  ninety-five  percent  (95%)  of  all\n          Executive Employees of the Company);\n\n               (iii) Pension and Compensation  Plans. The failure by the Company\n                     --------------------------------\n          to continue in effect any \"pension plan or agreement\" or \"compensation\n          plan or agreement\" in which Executive participates or is a party as of\n          the date of the Change in Control or the  elimination  of  Executive's\n          participation  therein  (except for  across-the-board  plan changes or\n          terminations similarly affecting at least ninety-five percent (95%) of\n          all  Executive  Employees  of  the  Company).  For  purposes  of  this\n          subsection (iii), a \"pension plan or agreement\" shall mean any written\n          arrangement  executed by an  authorized  officer of the Company  which\n          provides for payments upon  retirement;  and a  \"compensation  plan or\n          agreement\"  shall  mean  any  written   arrangement   executed  by  an\n                                       2\n\n\n          authorized  officer  of  the  Company  which  provides  for  periodic,\n          non-discretionary  compensatory payments to employees in the nature of\n          bonuses;\n\n               (iv)  Relocation.  A change in  Executive's  work  location  to a\n                     -----------\n          location more than fifty (50) miles from the facility where  Executive\n          was located  immediately  prior to the Change in Control,  unless such\n          new  work  location  is  within  fifty  (50)  miles  from  Executive's\n          principal place of residence at the time of the Change in Control. The\n          acceptance,  if any, by  Executive of  employment  by the Company at a\n          work location which is outside the fifty (50) mile radius set forth in\n          this Section  1(j)(iv) shall not be a waiver of  Executive's  right to\n          refuse  subsequent  transfer by the Company to a location that is more\n          than fifty (50) miles from Executive's principal place of residence at\n          the time of the Change in Control,  and such  subsequent,  unconsented\n          transfer shall be \"Good Reason\" under this Agreement; or\n\n               (v)  Benefits  and  Perquisites.  The taking of any action by the\n                    ---------------------------\n          Company  that  would  directly  or  indirectly  materially  reduce the\n          benefits  enjoyed by Executive  under the Company's  retirement,  life\n          insurance,   medical,  health  and  accident,   disability,   deferred\n          compensation  or savings plans in which  Executive  was  participating\n          immediately  prior to the  Change in  Control,  or the  failure by the\n          Company to provide  Executive with the number of paid vacation days to\n          which  Executive is entitled on the basis of years of service with the\n          Company in accordance  with the Company's  normal  vacation  policy in\n          effect  immediately  prior  to  the  Change  in  Control  (except  for\n          across-the-board  plan or vacation policy changes or plan terminations\n          similarly   affecting  at  least  ninety-five  percent  (95%)  of  all\n          employees of the Company).\n\n          For purposes of this Section 1(j), the term \"Executive Employee\" shall\n     mean employees of the Company whose annual base salary is $140,000 or more.\n\n          Good  Reason  shall  not  include  Executive's  death  or  Disability.\n     Executive's  continued  employment  shall not  constitute  consent to, or a\n     waiver of rights with respect to, any circumstance constituting Good Reason\n     hereunder. The fact that Executive may be eligible for Retirement shall not\n     prevent him from resigning for Good Reason provided an event of Good Reason\n     shall have  occurred.  Any  dispute  as to whether an event of Good  Reason\n     shall have  occurred  or been cured on a timely  basis shall be resolved by\n     arbitration as provided in Section 6 hereof.\n\n\n          (k) \"Group  Health  Plan\" shall mean the group  health  plan  covering\n              --------------------\n     Executive, as such plan may be amended from time to time.\n\n          (l) \"Group Life  Insurance  Plan\" shall mean the group life  insurance\n              ----------------------------\n     program covering Executive, as such plan may be amended from time to time.\n                                       3\n\n\n          (m) \"Mirant\" shall mean Mirant  Corporation,  a Delaware  corporation,\n              -------\n     its successors and assigns. \n\n          (n) \"Mirant  Subsidiary\"  shall mean any  corporation  or other entity\n              -------------------\n     Controlled by Mirant.  The term \"Controlled\" shall have the meaning of such\n     term as set  forth in the  Change in  Control  Benefit  Plan  Determination\n     Policy.\n\n          (o) \"Month of Service\"  shall mean any  calendar  month  during  which\n               ----------------\n     Executive  has  worked  at least one (1) hour or was on  approved  leave of\n     absence while in the employ of the Company or any other Mirant Subsidiary.\n\n          (p) \"Pension Plan\" shall mean the Mirant Services LLC Pension Plan, or\n               ------------\n     any successor thereto, as such plan may be amended from time to time.\n\n          (q)  \"Termination  for Cause\" or \"Cause\" shall mean the termination of\n                ----------------------      -----\n     Executive's employment by the Company upon the occurrence  of  any  of  the\n     following:\n\n               (i) The willful and continued failure by Executive  substantially\n          to perform his duties with the  Company  (other than any such  failure\n          resulting  from  Executive's  Total  Disability  or  from  Executive's\n          retirement or any such actual or  anticipated  failure  resulting from\n          termination  by Executive for Good Reason) after a written  demand for\n          substantial performance is delivered to him by the Board, which demand\n          specifically identifies the manner in which the Board believes that he\n          has not substantially performed his duties; or\n\n               (ii)  The  willful  engaging  by  Executive  in  conduct  that is\n          demonstrably  and  materially  injurious  to  Mirant  or the  Company,\n          monetarily  or  otherwise,  including,  but not  limited to any of the\n          following:\n\n                    (A) any willful act  involving  fraud or  dishonesty  in the\n               course of Executive's employment by the Company;\n\n                    (B) the willful  carrying  out of any activity or the making\n               of any statement which would  materially  prejudice or impair the\n               good name and  standing  of the  Company,  Mirant,  or any Mirant\n               Subsidiary  or would  bring the  Company,  Mirant,  or any Mirant\n               Subsidiary into contempt or ridicule,  or would  reasonably shock\n               or offend  any  community  in which the  Company,  Mirant or such\n               Mirant Subsidiary is located;\n\n                    (C)  attendance  at  work  in a  state  of  intoxication  or\n               otherwise  being  found in  possession  at his  workplace  of any\n               prohibited drug or substance, possession of which would amount to\n               a criminal offense;\n\n                    (D)  assault  or other act of  violence  against  any person\n               during the course of employment; or\n\n                                       4\n\n\n                    (E)  conviction of any felony or any  misdemeanor  involving\n               moral turpitude.\n\n          No act or failure to act by Executive shall be deemed \"willful\" unless\n     done,  or omitted to be done,  by  Executive  not in good faith and without\n     reasonable  belief that his action or omission was in the best  interest of\n     the Company.\n\n          Notwithstanding  the foregoing,  Executive shall not be deemed to have\n     been  terminated for Cause unless and until there shall have been delivered\n     to him a copy of a resolution duly adopted by the  affirmative  vote of not\n     less than three quarters of the entire membership of the Board at a meeting\n     of the Board called and held for such purpose (after  reasonable  notice to\n     Executive and an opportunity  for him,  together with counsel,  to be heard\n     before the Board),  finding  that,  in the good faith opinion of the Board,\n     Executive  was guilty of conduct  set forth  above in clause (i) or (ii) of\n     this Section 1(q) and specifying the particulars thereof in detail.\n\n          (r)  \"Termination  Date\"  shall  mean the  date on  which  Executive's\n                -----------------\n     employment with the Company is terminated. \n\n          (s) \"Total  Disability\" shall mean Executive's total disability within\n               -----------------\n     the meaning of the Pension Plan. \n\n          (t) \"Waiver and Release\"  shall mean the Waiver and Release  Agreement\n               ------------------\n     attached hereto as Exhibit A. \n\n          (u) \"Year of Service\" shall mean Executive's Months of Service divided\n               ---------------\n     by twelve  (12)  rounded to the  nearest  whole  year,  rounding  up if the\n     remaining number of months is seven (7) or greater and rounding down if the\n     remaining number of months is less than seven (7). If Executive has a break\n     in his  service  with  the  Company,  he will  receive  credit  under  this\n     Agreement  for service  prior to the break in service  only if the break in\n     service is less than five (5) years.\n\n          2. Severance Benefits. \n             ------------------\n\n          (a) Eligibility. Except as otherwise provided in this Section 2(a), if\n              -----------\n     Executive's  employment is  involuntarily  terminated by the Company at any\n     time during the two-year  period  following a Change in Control for reasons\n     other than Cause,  or if Executive  voluntarily  terminates  his employment\n     with the Company for Good  Reason at any time  during the  two-year  period\n     following a Change in Control,  Executive  shall be entitled to receive the\n     benefits  described  in this  Agreement  upon the  Company's  receipt of an\n     effective  Waiver and  Release.  Notwithstanding  anything to the  contrary\n     herein,  Executive  shall not be  eligible to receive  benefits  under this\n     Agreement if Executive:\n\n               (i) voluntarily  terminates his employment with the Company other\n          than for Good Reason;\n\n                                       5\n\n\n               (ii) has his employment terminated by the Company for Cause;\n\n               (iii)  terminates  employment  by  reason  of his  death or Total\n          Disability.\n\n          Any  termination  by the Company for Cause,  or by Executive  for Good\n     Reason, shall be communicated by written notice of termination to the other\n     party hereto given in accordance with Section 7(g) of this Agreement.  Such\n     notice  shall (i)  indicate  the  specific  termination  provision  in this\n     Agreement  relied  upon,  (ii)  to the  extent  applicable,  set  forth  in\n     reasonable  detail the facts and  circumstances  claimed to provide a basis\n     for termination of Executive's  employment under the provision so indicated\n     and (iii)  specify the  termination  date.  The failure by Executive or the\n     Company to set forth in the notice of termination  any fact or circumstance\n     which  contributes to a showing of Good Reason or Cause shall not waive any\n     right of  Executive  or the  Company,  respectively,  hereunder or preclude\n     Executive  or the  Company,  respectively,  from  asserting  such  fact  or\n     circumstance in enforcing Executive's or the Company's rights hereunder.\n\n          (b)   Severance   Benefits.   If  Executive   meets  the   eligibility\n                --------------------\n     requirements  of  Section  2(a)  hereof,  he  shall be  entitled  to a cash\n     severance  benefit  in an  amount  equal  to three  (3)  times  his  Annual\n     Compensation (the \"Severance Amount\").\n\n          (c) Welfare Benefits. If Executive meets the eligibility  requirements\n              ----------------\n     of Section  2(a) hereof and is not  otherwise  eligible to receive  retiree\n     medical and life insurance  benefits  provided to certain retirees pursuant\n     to the terms of the Group Health Plan and the Group Life Insurance Plan, or\n     other plans  providing  such benefits to similarly  situated  employees who\n     retire,  he shall be entitled  to the  benefits  set forth in this  Section\n     2(c).\n\n               (i) Executive  shall be eligible to  participate in the Company's\n          Group  Health  Plan  for a  period  of six  (6)  months  for  each  of\n          Executive's  Years of  Service,  not to  exceed  a period  of five (5)\n          years,  beginning  on  the  first  day of the  first  month  following\n          Executive's  Termination Date unless otherwise  specifically  provided\n          under such plan,  upon payment of both the  Company's  and his monthly\n          premium under such plan. If Executive  elects to receive this extended\n          medical  coverage,  he shall also be entitled to elect  coverage under\n          the Group Health Plan for his dependents who were participating in the\n          Group Health Plan on Executive's  Termination Date (and for such other\n          dependents as may be entitled to coverage  under the provisions of the\n          Health Insurance  Portability and  Accountability Act of 1996) for the\n          duration of Executive's  extended  medical coverage under this Section\n          2(c)(i) to the extent such  dependents  remain  eligible for dependent\n          coverage under the terms of the Group Health Plan.\n\n                    (A) The  extended  medical  coverage  afforded to  Executive\n               pursuant to Section  2(c)(i),  as well as the premiums to be paid\n               by Executive in connection with such coverage shall be determined\n               in  accordance  with the terms of the Group Health Plan and shall\n                                       6\n\n\n               be subject  to any  changes  in the terms and  conditions  of the\n               Group  Health  Plan as well as any future  increases  in premiums\n               under the Group Health Plan. The premiums to be paid by Executive\n               in  connection  with this extended  coverage  shall be due on the\n               first day of each month;  provided,  however, that if he fails to\n               pay his premium  within  thirty  (30) days of its due date,  such\n               extended coverage shall be terminated.\n\n                    (B) Any Group Health Plan  coverage  provided  under Section\n               2(c)(i)  shall  be in lieu of and not in  addition  to any  COBRA\n               Coverage which Executive or his dependent may elect. Executive or\n               his  dependents  must waive COBRA coverage under the Group Health\n               Plan as a  condition  precedent  to  receiving  extended  medical\n               coverage  pursuant  to  this  Section  2(c).  In the  event  that\n               Executive or his  dependents  become  eligible to be covered,  by\n               virtue of re-employment or otherwise,  by any  employer-sponsored\n               group  health  plan  or  is  eligible  for  coverage   under  any\n               government-sponsored   health  plan  during  the  above   period,\n               coverage  under the  Company's  Group  Health Plan  available  to\n               Executive  or his  dependents  by  virtue  of the  provisions  of\n               Section  2(c)(i)  shall  terminate,  except as may  otherwise  be\n               required by law, and shall not be renewed.\n\n                    (ii)  Regardless  of whether  Executive  elects the extended\n               coverage  described  in  Section  2(c)(i)  hereof,  he  shall  be\n               entitled to receive cash in an amount equal to the  Company's and\n               Executive's  cost of  premiums  for three  (3) years of  coverage\n               under the Group  Health  Plan and Group  Life  Insurance  Plan in\n               accordance  with the  terms  of such  plans as of the date of the\n               Change in Control.\n\n          (d) Incentive  Plans. If Executive meets the eligibility  requirements\n              ----------------\n     of Section  2(a)  hereof,  he shall be entitled to the  benefits  under the\n     Company's  incentive  plans as provided under the Change in Control Benefit\n     Plan Determination Policy for \"Severed Employees,\" in addition to any other\n     benefits to which he would otherwise be entitled under such Policy.\n\n          (e)  Payment of  Benefits.  The  amounts  due under  Section  2(b) and\n               --------------------\n     2(c)(ii)  of this  Agreement  shall be paid in one (1) lump sum  payment as\n     soon  as   administratively   practicable   following  the  later  of:  (i)\n     Executive's  Termination  Date,  or  (ii)  upon  Executive's  tender  of an\n     effective  Waiver and  Release to the  Company  and the  expiration  of any\n     applicable  revocation  period for such  waiver.  In the event of a dispute\n     with  respect to  liability  or amount of any  benefit  due  hereunder,  an\n     effective  Waiver  and  Release  shall  be  tendered  at the  time of final\n     resolution of any such dispute when payment is tendered by the Company.  If\n     the  Company  fails  or  refuses  to make  payments  under  the  Agreement,\n     Executive  may have the right to obtain  payment by Mirant  pursuant to the\n     terms  of  the  \"Guarantee   Agreement   Concerning   Mirant  Services  LLC\n     Compensation  and  Benefit  Arrangements\"  entered  into by the Company and\n     Mirant.  Executive's  right to payment is not increased as a result of this\n     Guarantee.  He has the same right to payment  from  Mirant as he would have\n     from the Company.  Any demand to enforce this  Guarantee  should be made in\n     writing and should reasonably and briefly specify the manner and the amount\n     the Company has failed to pay. Such writing  given by personal  delivery or\n                                       7\n\n\n     mail shall be effective upon actual receipt.  Any writing given by telegram\n     or telecopier  shall be effective  upon actual  receipt if received  during\n     Mirant's  normal  business  hours, or at the beginning of the next business\n     day after receipt,  if not received  during Mirant's normal business hours.\n     All arrivals by telegram or telecopier  shall be confirmed  promptly  after\n     transmission in writing by certified mail or personal delivery.\n\n          (f) Benefits in the Event of Death. In the event of Executive's  death\n              ------------------------------\n     prior to the payment of all amounts due under this  Agreement,  Executive's\n     estate  shall be  entitled to receive as due any amounts not yet paid under\n     this  Agreement  upon the tender by the  executor or  administrator  of the\n     estate of an effective Waiver and Release.\n\n          (g) Executive  Outplacement  Services.  Executive shall be eligible to\n              ---------------------------------\n     participate in the Executive  Outplacement Program, which program shall not\n     be less than six (6) months duration measured from Executive's  Termination\n     Date.\n\n          3.     Possible Additional Payments by the Company.\n                 -------------------------------------------\n\n          (a) Anything in this  Agreement to the  contrary  notwithstanding  and\n     except as set forth  below,  in the event it shall be  determined  that any\n     payment or distribution  in the nature of compensation  (within the meaning\n     of Section  280G(b)(2) of the Code) by the Company to or for the benefit of\n     Executive (whether paid or payable or distributed or distributable pursuant\n     to the terms of this Agreement or otherwise,  but determined without regard\n     to any  additional  payments  required  under this Section 3) (a \"Payment\")\n     would be subject to the excise tax  imposed by Section  4999 of the Code or\n     any  interest or penalties  are incurred by Executive  with respect to such\n     excise tax (such excise tax, together with any such interest and penalties,\n     are  hereinafter  collectively  referred to as the \"Excise Tax\"),  then the\n     Company shall pay to Executive an additional payment (a \"Gross-Up Payment\")\n     in an amount such that,  after payment by Executive of all taxes (including\n     any interest or penalties  imposed with respect to such taxes),  including,\n     without  limitation,  any income  taxes  (and any  interest  and  penalties\n     imposed  with  respect  thereto)  and Excise Tax imposed  upon the Gross-Up\n     Payment,  Executive  retains an amount of the Gross-Up Payment equal to the\n     Excise Tax imposed upon the Payments.\n\n          Notwithstanding the foregoing  provisions of this Section 3(a), if the\n     Parachute  Value (as defined below) of all Payments does not exceed 110% of\n     Executive's  Safe Harbor Amount (as defined below),  then the Company shall\n     not pay  Executive  a Gross-Up  Payment,  and the  Payments  due under this\n     Agreement shall be reduced so that the Parachute Value of all Payments,  in\n     the aggregate,  equals the Safe Harbor Amount; provided, that if even after\n     all Payments due under this  Agreement  are reduced to zero,  the Parachute\n     Value of all Payments  would still exceed the Safe Harbor  Amount,  then no\n     reduction of any Payments  shall be made and the Gross -Up Payment shall be\n     made. The reduction of the Payments due hereunder, if applicable,  shall be\n     made by first reducing the Severance Payments under Section 2(b), unless an\n     alternative  method of reduction is elected by Executive,  and in any event\n     shall be made in such a manner as to maximize the economic present value of\n     all Payments actually made to Executive,  determined by the accounting firm\n                                       8\n\n\n     serving  as the  Company's  auditors  immediately  prior to the  change  of\n     control (the \"Accounting Firm\") as of the date of the change of control for\n     purposes of Section  280G of the Code using the discount  rate  required by\n     Section  280G(d)(4)  of the  Code.  For  purposes  of this  Section  3, the\n     \"Parachute  Value\" of a Payment  means the present  value as of the date of\n     the  change of control  for  purposes  of  Section  280G of the Code of the\n     portion of such  Payment  that  constitutes  a  \"parachute  payment\"  under\n     Section  280G(b)(2) of the Code, as determined by the  Accounting  Firm for\n     purposes  of  determining  whether  and to what  extent the Excise Tax will\n     apply to such Payment.  For purposes of this Section 3,  Executive's  \"Safe\n     Harbor  Amount\"  means one dollar less than three times  Executive's  \"base\n     amount\" within the meaning of Section 280G(b)(3) of the Code.\n\n          (b) Subject to the  provisions  of Section  3(c),  all  determinations\n     required  to be made under this  Section 3,  including  whether  and when a\n     Gross-Up  Payment  is  required  and the amount of such  Gross-Up  Payment,\n     whether and in what manner any Payments  are to be reduced  pursuant to the\n     second  paragraph  of  Section  3(a),  and  the  assumptions  to be used in\n     arriving at such determinations,  shall be made by the Accounting Firm, and\n     shall be binding on the  Company  and  Executive,  except to the extent the\n     Internal Revenue Service or a court of competent jurisdiction makes a final\n     and binding determination inconsistent therewith. The Accounting Firm shall\n     provide detailed supporting  calculations both to the Company and Executive\n     within 15 business days after  receiving  notice from  Executive that there\n     has been a Payment, or such earlier time as is requested by the Company. In\n     the event that the Accounting  Firm is serving as accountant or auditor for\n     the individual,  entity or group effecting the Change in Control, Executive\n     shall appoint  another  nationally  recognized  accounting firm to make the\n     determinations  required  hereunder  (which  accounting  firm shall then be\n     referred to as the Accounting Firm hereunder). All fees and expenses of the\n     Accounting Firm shall be borne solely by the Company.  Any Gross-Up Payment\n     that becomes due pursuant to this Section 3 shall be paid by the Company to\n     Executive  within the later of (i) five business days prior to the due date\n     for the  payment of the  Excise Tax or (ii) five days after the  receipt of\n     the Accounting Firm's determination.  As a result of the uncertainty in the\n     application  of  Section  4999  of the  Code  at the  time  of the  initial\n     determination  by  the  Accounting  Firm  hereunder,  it is  possible  that\n     Gross-Up  Payments which will not have been made by the Company should have\n     been made (\"Underpayment\"), consistent with the calculations required to be\n     made hereunder. In the event that the Accounting Firm determines that there\n     has been an Underpayment or the Company  exhausts its remedies  pursuant to\n     Section 3(c) and Executive  thereafter is required to make a payment of any\n     Excise  Tax,  the  Accounting  Firm  shall  determine  the  amount  of  the\n     Underpayment that has occurred and any such Underpayment  shall be promptly\n     paid by the Company to or for the benefit of Executive.\n\n          (c) Executive  shall notify the Company in writing of any claim by the\n     Internal Revenue Service that, if successful,  would require the payment by\n     the Company of a Gross-Up Payment (or an additional Gross-Up Payment). Such\n     notification  shall be given as soon as  practicable  but no later than ten\n     business  days after  Executive  is  informed  in  writing  of such  claim.\n     Executive  shall  apprise  the  Company of the nature of such claim and the\n     date on which such claim is requested to be paid.  Executive  shall not pay\n                                       9\n\n\n     such claim prior to the expiration of the 30-day period  following the date\n     on which it gives such notice to the Company (or such shorter period ending\n     on the date that any  payment of taxes with  respect to such claim is due).\n     If the Company  notifies  Executive in writing  prior to the  expiration of\n     such period that it desires to contest such claim, Executive shall:\n\n               (i) give the Company any information  reasonably requested by the\n          Company relating to such claim,\n\n               (ii) take such action in connection with contesting such claim as\n          the Company  shall  reasonably  request in writing  from time to time,\n          including,  without  limitation,  accepting legal  representation with\n          respect  to such  claim  by an  attorney  reasonably  selected  by the\n          Company,\n\n               (iii)   cooperate  with  the  Company  in  good  faith  in  order\n          effectively to contest such claim, and\n\n               (iv)  permit  the  Company  to  participate  in  any  proceedings\n          relating to such claim;\n\n     provided,  however,  that the Company shall bear and pay directly all costs\n     and expenses  (including  additional  interest and  penalties)  incurred in\n     connection  with  such  contest  and  shall  indemnify  and hold  Executive\n     harmless,  on an  after-tax  basis,  for  any  Excise  Tax  or  income  tax\n     (including interest and penalties with respect thereto) imposed as a result\n     of  such  representation  and  payment  of  costs  and  expenses.   Without\n     limitation  of the foregoing  provisions of this Section 3(c),  the Company\n     shall control all proceedings taken in connection with such contest and, in\n     its  sole  discretion,  may  pursue  or  forgo  any and all  administrative\n     appeals, proceedings, hearings and conferences with the taxing authority in\n     respect  of such  claim  and may,  in its sole  discretion,  either  direct\n     Executive  to pay the tax claimed and sue for a refund or contest the claim\n     in any permissible  manner,  and Executive agrees to prosecute such contest\n     to a  determination  before  any  administrative  tribunal,  in a court  of\n     initial  jurisdiction and in one or more appellate  courts,  as the Company\n     shall determine;  provided,  however, that if the Company directs Executive\n     to pay such  claim and sue for a refund,  the  Company  shall  advance  the\n     amount of such payment to Executive,  on an  interest-free  basis and shall\n     indemnify and hold  Executive  harmless,  on an after-tax  basis,  from any\n     Excise Tax or income tax  (including  interest or  penalties  with  respect\n     thereto)  imposed  with  respect  to such  advance  or with  respect to any\n     imputed income with respect to such advance;  and further provided that any\n     extension  of the statute of  limitations  relating to payment of taxes for\n     the taxable year of Executive with respect to which such  contested  amount\n     is  claimed  to  be  due  is  limited  solely  to  such  contested  amount.\n     Furthermore,  the  Company's  control  of the  contest  shall be limited to\n     issues with respect to which a Gross-Up Payment would be payable  hereunder\n     and Executive  shall be entitled to settle or contest,  as the case may be,\n     any other issue raised by the Internal  Revenue Service or any other taxing\n     authority.\n                                       10\n\n\n          (d) If, at any time after  receiving a Gross-Up  Payment or an advance\n     pursuant to Section 3(c),  Executive  receives any refund of the associated\n     Excise Tax,  Executive shall (subject to the Company's having complied with\n     the  requirements  of Section  3(c),  if  applicable)  promptly  pay to the\n     Company  the amount of such  refund  (together  with any  interest  paid or\n     credited thereon net of all taxes applicable thereto).  If, after Executive\n     receives  an  advance  by  the  Company   pursuant  to  Section   3(c),   a\n     determination  is made that  Executive  is not  entitled to any refund with\n     respect to such claim and the Company does not notify  Executive in writing\n     of its intent to contest such denial of refund prior to the  expiration  of\n     30 days after such  determination,  then such advance shall be forgiven and\n     shall not be required to be repaid,  and the amount of any Gross-Up Payment\n     owed to  Executive  shall be reduced  (but not below zero) by the amount of\n     such advance.\n\n          (e) Notwithstanding any other provision of this Section 3, the Company\n     may, in its sole discretion,  withhold and pay over to the Internal Revenue\n     Service  or any other  applicable  taxing  authority,  for the  benefit  of\n     Executive, all or any portion of any Gross-Up Payment, and Executive hereby\n     consents to such withholding.\n\n          4. Transfer of Employment. In the event that Executive's employment by\n             ----------------------\n     the Company is terminated  during the two-year period following a Change in\n     Control and Executive accepts employment by Mirant, a Mirant Subsidiary, or\n     any employer  that  succeeds to all or  substantially  all of the assets of\n     Mirant or any Mirant Subsidiary, the Company shall assign this Agreement to\n     Mirant, such Mirant Subsidiary,  or successor employer, Mirant shall accept\n     such  assignment or cause such Mirant  Subsidiary or successor  employer to\n     accept such  assignment,  and such assignee  shall become the \"Company\" for\n     all purposes hereunder.\n\n          5. No  Mitigation.  If  Executive  is  otherwise  eligible  to receive\n             --------------\n     benefits  under  Section  2 of this  Agreement,  he  shall  have no duty or\n     obligation to seek other  employment  following his  Termination  Date and,\n     except as otherwise  provided in Section 2(c)(i)(B) hereof, the amounts due\n     Executive  hereunder shall not be reduced or suspended if Executive accepts\n     such subsequent employment.\n\n          6. Arbitration. \n             -----------\n\n          (a) Any dispute,  controversy  or claim  arising out of or relating to\n     the Company's  obligations to pay severance  benefits under this Agreement,\n     or the breach thereof,  shall be settled and resolved solely by arbitration\n     in  accordance  with  the  Commercial  Arbitration  Rules  of the  American\n     Arbitration  Association  (\"AAA\") except as otherwise  provided herein. The\n     arbitration  shall be the sole and  exclusive  forum for  resolution of any\n     such claim for severance benefits and the arbitrators' award shall be final\n     and binding.  Any such claim for arbitration must be brought within one (1)\n     year after  Executive's  Termination Date. The provisions of this Section 6\n     are not intended to apply to any other  disputes,  claims or  controversies\n     arising out of or relating to Executive's  employment by the Company or the\n     termination thereof.\n                                       11\n\n\n          (b)  Arbitration  shall be  initiated  by serving a written  notice of\n     demand for arbitration to Executive,  in the case of the Company, or to the\n     Board, in the case of Executive.\n\n          (c) The arbitration shall be held in Atlanta, Georgia. The arbitrators\n     shall apply the law of the State of Georgia, to the extent not preempted by\n     federal law,  excluding any law which would require the  application of the\n     law of another state.\n\n          (d) The parties shall appoint arbitrators within fifteen (15) business\n     days  following  service  of the  demand  for  arbitration.  The  number of\n     arbitrators shall be three. One arbitrator shall be appointed by Executive,\n     one arbitrator  shall be appointed by the Company,  and the two arbitrators\n     shall  appoint  a  third.  If  the  arbitrators  cannot  agree  on a  third\n     arbitrator within thirty (30) business days after the service of demand for\n     arbitration, the third arbitrator shall be selected by the AAA.\n\n          (e) The arbitration  filing fee shall be paid by Executive.  All other\n     costs of  arbitration  shall be borne equally by Executive and the Company,\n     provided, however, that the Company shall reimburse Executive for such fees\n     and costs,  plus reasonable legal fees actually  incurred by Executive,  in\n     the event  any  material  issue in such  dispute  is  finally  resolved  in\n     Executive's favor.\n\n          (f) The parties agree that they will faithfully observe the rules that\n     govern any  arbitration  between  them,  they will abide by and perform any\n     award rendered by the  arbitrators in any such  arbitration,  including any\n     award of injunctive relief,  and a judgment of a court having  jurisdiction\n     may be entered upon an award.\n\n          (g) The parties  agree that  nothing in this  Section 6 is intended to\n     preclude any court having  jurisdiction  from issuing and  enforcing in any\n     lawful manner such temporary restraining orders,  preliminary  injunctions,\n     and other interim measures of relief as may be necessary to prevent harm to\n     a  party's  interests  or as  otherwise  may  be  appropriate  pending  the\n     conclusion of arbitration proceedings pursuant to this Agreement regardless\n     of whether an arbitration  proceeding  under this Section 6 has begun.  The\n     parties  further  agree that nothing  herein  shall  prevent any court from\n     entering and  enforcing in any lawful  manner such  judgments for permanent\n     equitable relief as may be necessary to prevent harm to a party's interests\n     or as  otherwise  may be  appropriate  following  the  issuance of arbitral\n     awards pursuant to this Agreement.\n\n          7. Miscellaneous. \n             -------------\n\n          (a)  Funding of  Benefits.  Unless the Board  shall in its  discretion\n               --------------------\n     determine otherwise, the benefits payable to Executive under this Agreement\n     shall not be funded in any manner and shall be paid by the  Company  out of\n     its general assets, which assets are subject to the claims of the Company's\n     creditors.\n\n          (b)  Withholding.  There  shall be  deducted  from the  payment of any\n               -----------\n     benefit  due under this  Agreement  the amount of any tax  required  by any\n                                       12\n\n\n     governmental  authority to be withheld and paid over by the Company to such\n     governmental authority for the account of Executive.\n\n          (c)  Assignment.  Executive  shall  have no  rights  to sell,  assign,\n               ----------\n     transfer, encumber, or otherwise convey the right to receive the payment of\n     any  benefit  due  hereunder,  which  payment  and the rights  thereto  are\n     expressly declared to be nonassignable and nontransferable.  Any attempt to\n     do so shall be null and void and of no effect.\n\n          (d)  Amendment  and  Termination.  The  Agreement  may be  amended  or\n               ---------------------------\n     terminated  only by a writing  executed  by the parties.\n\n          (e) Construction. This Agreement shall be construed in accordance with\n              ------------\n     and  governed  by the  laws of the  State of  Georgia,  to the  extent  not\n     preempted by federal  law,  disregarding  any  provision of law which would\n     require the application of the law of another state.\n\n          (f)  Pooling  Accounting.  Notwithstanding  anything  to the  contrary\n               -------------------\n     herein,  if, but for any provision of this  Agreement,  a Change in Control\n     transaction  would  otherwise  be accounted  for as a  pooling-of-interests\n     under APB No.16 (\"Pooling  Accounting\") (after giving effect to any and all\n     other  facts and  circumstances  affecting  whether  such Change in Control\n     transaction would use Pooling Accounting,), such provision or provisions of\n     this  Agreement   which  would   otherwise  cause  the  Change  in  Control\n     transaction  to be  ineligible  for  Pooling  Accounting  shall be void and\n     ineffective  in such a manner and to the extent  that by  eliminating  such\n     provision or  provisions of this  Agreement,  Pooling  Accounting  would be\n     available for such Change in Control transaction.\n\n          (g) Notices. All notices,  requests,  demands and other communications\n              -------\n     required or permitted  hereunder shall be in writing and shall be deemed to\n     have been duly given if  delivered  or three days after  mailing if mailed,\n     first class, certified mail, postage prepaid:\n\n               To the Company:  Mirant Services LLC\n                                1155 Perimeter Center West\n                                Atlanta, Georgia 30338-5416\n                                Attention:  Chief Executive Officer\n\n\n                                       13\n\n\n\n                           To Executive:             Douglas L. Miller\n                                                     ----------------\n                                                     ----------------\n                                                     ----------------\n\n     Any party may change the address to which  notices,  requests,  demands and\n     other  communications shall be delivered or mailed by giving notice thereof\n     to the other party in the same manner provided herein.\n\n          IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement\n     this 2nd day of April, 2001.\n\n                                         MIRANT CORPORATION\n\n\n                                By:      ____________________________________\n\n\n                                         MIRANT SERVICES LLC\n\n\n                                By:      ____________________________________\n\n\n                                           EXECUTIVE\n\n\n                                           -----------------------------\n                                            Douglas L. Miller\n\n                                       14\n\n\n\n                                    Exhibit A\n\n                           CHANGE IN CONTROL AGREEMENT\n\n                               Waiver and Release\n\n\n     The  attached  Waiver and Release  Agreement is to be executed by Executive\nupon the occurrence of an event that triggers eligibility for severance benefits\nunder the Change in Control  Agreement,  as  described  in Section  2(a) of such\nagreement.\n\n\n\n\n\n\n\n                          WAIVER AND RELEASE AGREEMENT\n                          ----------------------------\n\n     This Waiver and Release  Agreement  (the  \"Waiver and  Release\") is entered\ninto by and among  Mirant  Corporation  (\"Mirant\"),  Mirant  Services,  LLC (the\n\"Company\")  and Douglas L. Miller  (\"Executive\")  this ________ day of ________,\n20__.\n\n     1. General Waiver and Release: For and in consideration of the agreement of\n        --------------------------\nMirant and the Company to provide Executive the severance  benefits described in\nthat  certain  Change in Control  Agreement,  dated as of April 2,  2001,  among\nExecutive,  Mirant  and the  Company  (the  \"Agreement\"),  Executive,  with  the\nintention of binding himself and all of his heirs, executors, administrators and\nassigns,  does hereby release,  remise,  acquit and forever discharge Mirant and\nthe Company,  and all of their respective past and present officers,  directors,\nstockholders,    employees,    agents,   parent   corporations,    predecessors,\nsubsidiaries,   affiliates,   estates,   successors,   assigns   and   attorneys\n(hereinafter  collectively  referred to as \"Released  Parties\") from any and all\nclaims,  charges,  actions,  causes of action,  sums of money due, suits, debts,\ncovenants,   contracts,   agreements,  rights,  damages,  promises,  demands  or\nliabilities  (hereinafter  collectively referred to as \"Claims\") whatsoever,  in\nlaw or in equity,  whether  known or unknown,  suspected or  unsuspected,  which\nExecutive,  individually or as a member of any class,  now has, owns or holds or\nhas at any time heretofore ever had, owned or held against the Released  Parties\nincluding,  but not by way of  limitation,  Claims  arising out of or in any way\nconnected with  Executive's  employment  with the Company or any of the Released\nParties or the termination of any such employment  relationship,  including, but\nnot by way of limitation,  Claims  pursuant to federal,  state or local statute,\nregulation,  ordinance or common-law  for (i)  employment  discrimination;  (ii)\nwrongful  discharge;  (iii) breach of  contract;  (iv) tort actions of any type,\nincluding those for  intentional or negligent  infliction of emotional harm; and\n(v) unpaid  benefits,  wages,  compensation,  commissions,  bonuses or incentive\npayments of any type, except as follows:\n\n          A. those  obligations  of the  Company  and its  affiliates  under the\n     Agreement,  pursuant to which this Waiver and Release is being executed and\n     delivered; and\n\n          B. claims,  if any, for  Executive's  accrued or vested benefits under\n     the retirement plans, savings plans,  investment plans and employee welfare\n     benefit  plans,  if any,  of the  Released  Parties  (within the meaning of\n     Section  3(1)  of the  Employee  Retirement  Income  Security  Act of  1974\n     (\"ERISA\")), as amended; provided,  however, that nothing herein is intended\n     to or shall be construed  to require the  Released  Parties to institute or\n     continue in effect any particular plan or benefit sponsored by the Released\n     Parties and the Company and all other  Released  Parties hereby reserve the\n     right to amend or terminate any such plan or benefit at any time; and\n\n          C. any rights to  indemnification  or advancement of expenses to which\n     Executive   may   otherwise  be  entitled   pursuant  to  the  Articles  of\n                                       16\n\n\n     Incorporation or Bylaws of any of the Released  Parties,  or by contract or\n     applicable  law,  as a result  of  Executive's  service  as an  officer  or\n     director of any of the Released Parties.\n\n     Executive   further   understands   and  agrees   that  he  has   knowingly\nrelinquished,  waived and forever  released any and all remedies  arising out of\nthe aforesaid  employment  relationship or the termination  thereof,  including,\nwithout  limitation,   claims  for  backpay,   front  pay,  liquidated  damages,\ncompensatory  damages,  general  damages,  special  damages,  punitive  damages,\nexemplary damages, costs, expenses and attorneys' fees.\n\n     2. Waiver and Release of ADEA Claims:  Without  limiting the  generality of\n        ---------------------------------\nthe foregoing,  and also for and in consideration of the Company's  agreement to\nprovide Executive  Severance  Benefits  described in Article 3 of the Agreement,\nExecutive specifically acknowledges and agrees that he does hereby knowingly and\nvoluntarily  release Mirant, the Company and all other Released Parties from any\nand all claims arising under the Age Discrimination in Employment Act, 29 U.S.C.\nss.  621,  et seq.  (\"ADEA\"),  which  Executive  ever  had or now has  from  the\nbeginning of time up to the date this Waiver and Release is executed, including,\nbut not by way of  limitation,  those ADEA Claims which are in any way connected\nwith  any  employment   relationship   or  the  termination  of  any  employment\nrelationship which existed between the Company or any other Released Parties and\nExecutive.  Executive also acknowledges that he has been provided with a notice,\nas required by the Older Workers  Benefit  Protection Act of 1990, that contains\n(i)  information  about the  individuals  covered under the Agreement,  (ii) the\neligibility  factors for  participation in the Agreement,  (iii) the time limits\napplicable  to the  Agreement,  (iv) the job  titles  and ages of the  employees\ndesignated to participate in the Agreement, (v) and the ages of the employees in\nthe same job  classification  who have not been designated to participate in the\nAgreement. (See Attachment 1). Executive further acknowledges and agrees that he\nhas been advised to consult with an attorney  prior to executing this Waiver and\nRelease and that he has been given  forty-five (45) days to consider this Waiver\nand Release prior to its execution.  Executive  agrees that in the event that he\nexecutes this Waiver and Release prior to the expiration of the forty-five  (45)\nday  period,  he  shall  waive  the  balance  of  said  period.  Executive  also\nunderstands  that he may revoke  this  Waiver and  Release of ADEA Claims at any\ntime within  seven (7) days  following  its  execution  and that,  if  Executive\nrevokes this Waiver and Release of ADEA Claims within such seven (7) day period,\nit  shall  not  be  effective  or  enforceable  and  he  will  not  receive  the\nabove-described consideration or any payments provided for in the Agreement that\nhave not been paid.\n\n     3. Covenant Not to Sue: Executive  acknowledges and agrees that this Waiver\n        -------------------\nand Release may not be revoked at any time after the expiration of the seven (7)\nday  revocation  period  and that he will not  institute  any suit,  action,  or\nproceeding,  whether at law or equity,  challenging the  enforceability  of this\nWaiver and Release. Should Executive ever attempt to challenge the terms of this\nWaiver and Release, attempt to obtain an order declaring this Waiver and Release\nto be null and void, or institute litigation against any of the Released Parties\nbased upon a Claim  other  than an ADEA  Claim  which is covered by the terms of\nthis Waiver and Release,  Executive will as a condition precedent to such action\n                                       17\n\n\nrepay  all  monies  paid to him  under the  terms of this  Waiver  and  Release.\nFurthermore, if Executive does not prevail in an action to challenge this Waiver\nand Release, to obtain an order declaring this Waiver and Release to be null and\nvoid,  or in any action  against any of the Released  Parties based upon a Claim\nother than an ADEA Claim  which is covered by the Waiver and  Release  set forth\nherein,  Executive  shall pay to the  Company  and\/or the  appropriate  Released\nParties  all their  costs and  attorneys'  fees  incurred  in their  defense  of\nExecutive's action.\n\n     Provided,  however,  that it is  understood  and agreed by the parties that\nExecutive  shall not be required to repay the monies paid to him under the terms\nof this Waiver and Release or pay the Company  and\/or the  appropriate  Released\nParties  all their  costs and  attorneys'  fees  incurred  in their  defense  of\nExecutive's   action  (except  those  attorneys'  fees  or  costs   specifically\nauthorized under federal law) in the event that Executive seeks to challenge his\nWaiver and Release of Claims under the ADEA.\n\n     4. Denial of Liability:  Executive acknowledges and agrees that neither the\n        -------------------\npayment of Severance Benefits under the Agreement nor this Waiver and Release is\nto be  construed  in any way as an  admission  of any  liability  whatsoever  by\nMirant,  the Company or any of the other Released Parties,  by whom liability is\nexpressly denied.\n\n     5. Agreement Not to Seek Further Relief:  Executive acknowledges and agrees\n        ------------------------------------\nthat he has not,  with  respect to any  transaction  or state of facts  existing\nprior to the date of execution of this Waiver and Release, filed any complaints,\ncharges or lawsuits  against any of the Released  Parties with any  governmental\nagency  or any  court  or  tribunal,  and  that  he will  not do so at any  time\nhereafter.  Executive further  acknowledges and agrees that he hereby waives any\nright to accept any relief or recovery,  including  costs and  attorneys'  fees,\nthat may arise from any charge or complaint  before any federal,  state or local\ncourt or administrative agency against the Released Parties.\n\n     6. Company  Property:  Executive agrees that he will not retain or destroy,\n        -----------------\nand will immediately return to the Company,  any and all property of the Company\nin his  possession  or subject to his  control,  including,  but not limited to,\nkeys, credit and identification  cards, personal items or equipment provided for\nhis use, customer files and information,  all other files and documents relating\nto the  Company  and  its  business,  together  with  all  written  or  recorded\nmaterials,  documents,  computer disks, plans,  records or notes or other papers\nbelonging to the Company.  Executive  further agrees not to make,  distribute or\nretain copies of any such information or property.\n\n     7. Confidentiality Agreement: Executive acknowledges that the terms of this\n        -------------------------\nWaiver and Release must be kept confidential.  Accordingly, Executive agrees not\nto disclose or publish to any person or entity,  except as required by law or as\nnecessary to prepare tax returns, the terms and conditions or sums being paid in\nconnection with this Waiver and Release.\n\n     8.  Acknowledgment:  Executive  acknowledges that he has carefully read and\n         --------------\nfully  understands  the terms of this Waiver and Release and the  Agreement  and\nthat this Waiver and Release is executed  by  Executive  voluntarily  and is not\n                                       18\n\n\nbased upon any  representations  or statements  of any kind made by Mirant,  the\nCompany or any or the other Released Parties as to the merits, legal liabilities\nor value of his claims.  Executive  further  acknowledges that he has had a full\nand  reasonable  opportunity to consider this Waiver Release and that he has not\nbeen pressured or in any way coerced into executing this Waiver and Release.\n\n     9. Choice of Laws:  This Waiver and Release and the rights and  obligations\n        --------------\nof the parties  hereto shall be governed and  construed in  accordance  with the\nlaws of the State of Georgia.\n\n     10.  Severability:  With the exception of the waiver and releases contained\n          ------------\nin  Sections 1 and 2 above,  if any  provision  of this  Waiver  and  Release is\nunenforceable  or is held to be  unenforceable,  such  provision  shall be fully\nseverable,  and this Waiver and Release  and its terms  shall be  construed  and\nenforced as if such  unenforceable  provision had never comprised a part hereof,\nthe remaining  provisions hereof shall remain in full force and effect,  and the\ncourt  construing  the  provisions  shall add as a part  hereof a  provision  as\nsimilar  in  terms  and  effect  to  such  unenforceable  provision  as  may  be\nenforceable,  in lieu of the unenforceable  provision. In the event that both of\nthe releases  contained in Sections 1 and 2 above are  unenforceable or are held\nto be  unenforceable,  the  parties  understand  and  agree  that the  remaining\nprovisions  of this Waiver and Release  shall be rendered null and void and that\nneither  party shall have any further  obligation  under any  provision  of this\nWaiver and Release.\n\n     11. Entire  Agreement:  This document  contains all terms of the Waiver and\n         ----------------- \nRelease and  supersedes  and  invalidates  any previous  agreements or contracts\nregarding the same subject matter. No representations,  inducements, promises or\nagreements,  oral or  otherwise,  which are not embodied  herein shall be of any\nforce or effect.\n\n     IN WITNESS  WHEREOF,  the  undersigned  acknowledges  that he has read this\nWaiver  and  Release  Agreement  and sets his  hand  and seal  this  ____ day of\n____________, 20__.\n\n                                                     ---------------------------\n                                                     Douglas L. Miller\n\n\nSworn to and subscribed before me this _____ day of ______________, 20__.\n\n\n\n\n---------------------\nNotary Public\nMy Commission Expires:\n\n---------------------\n                                       19\n\n\n                                              MIRANT CORPORATION\n\n                                              By:      ________________________\n    \n                                             MIRANT SERVICES LLC\n\n                                             By:      ________________________\n\n                                       20\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8237],"corporate_contracts_industries":[9534],"corporate_contracts_types":[9539,9551],"class_list":["post-38583","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-mirant-corp","corporate_contracts_industries-utilities__electric","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38583","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38583"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38583"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38583"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38583"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}