{"id":38836,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employee-stock-purchase-plan-southern-energy-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employee-stock-purchase-plan-southern-energy-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employee-stock-purchase-plan-southern-energy-inc.html","title":{"rendered":"Employee Stock Purchase Plan &#8211; Southern Energy Inc."},"content":{"rendered":"<pre>                                    FORM OF\n                              SOUTHERN ENERGY, INC.\n\n\n\n\n                          EMPLOYEE STOCK PURCHASE PLAN\n\n\n\nCONTENTS\n\n\n\n\n\n<font size=\"2\">-------------------------------------------------------------------------------\n                                                                           \nArticle 1. Purpose and Effective Date                                         1\n\nArticle 2. Definitions                                                        1\n\nArticle 3. Administration                                                     3\n\nArticle 4. Number of Shares                                                   4\n\nArticle 5. Eligibility Requirements                                           4\n\nArticle 6. Enrollment                                                         5\n\nArticle 7. Grant of Options on Enrollment                                     5\n\nArticle 8. Payment                                                            5\n\nArticle 9. Purchase of Shares                                                 6\n\nArticle 10. Withdrawal from the Plan, Termination of Employment,\nand Leave of Absence                                                          7\n\nArticle 11. Designation of Beneficiary                                        8\n\nArticle 12. Miscellaneous                                                     8\n<\/font>\n\n\n\nSOUTHERN ENERGY, INC. EMPLOYEE STOCK PURCHASE PLAN\n\n\nARTICLE 1. PURPOSE AND EFFECTIVE DATE\n\n         1.1      The purpose of the Southern Energy, Inc. Employee Stock\nPurchase Plan (the 'Plan') is to provide an opportunity for employees of\nSouthern Energy, Inc. (the 'Company') to purchase shares of common stock of the\nCompany in a way which is both convenient and on a basis more favorable than\nwould otherwise be available. The Company believes that employee participation\nin ownership of the Company on this basis will be to the mutual benefit of both\nthe employee and the Company. It is the intent of the Company to have the Plan\nqualify as an 'employee stock purchase plan' under Section 423 of the Internal\nRevenue Code. The provisions of the Plan shall be construed to extend and limit\nparticipation in a manner consistent with the requirements of Section 423 of the\nInternal Revenue Code.\n\n         1.2      It is intended that an initial Offering Period and Purchase \nPeriod will begin on the IPO Date and exist for such period as designated by the\nCommittee prior to the IPO Date. Thereafter, it is intended that any future\nOffering Periods and Purchase Periods will commence, if at all, at such times\ndesignated by the Committee.\n\n         1.3      The Plan shall be effective on the IPO Date (the 'Effective \nDate'). The Plan shall remain in effect in accordance with Section 12.7 of the\nPlan.\n\nARTICLE 2. DEFINITIONS\n\n         Whenever used in the Plan, the following terms shall have the meanings\nset forth below, and when the meaning is intended, the initial letter of the\n<font size=\"2\">word shall be capitalized:\n\n         2.1      'ACCOUNT' means a recordkeeping account maintained for a\n                  Participant to which Participant contributions and payroll\n                  deductions, if applicable, shall be credited.\n\n         2.2      'BOARD' means the Board of Directors of the Company.\n\n         2.3      'CODE' means the Internal Revenue Code of 1986, as amended.\n\n         2.4      'COMPANY' means Southern Energy, Inc., a Delaware corporation.\n\n         2.5      'CUT-OFF DATE' means the date established by the Committee\n                  from time to time by which enrollment forms must be received\n                  prior to an Enrollment Date.\n\n         2.6      'EFFECTIVE DATE' shall have the meaning ascribed to it in\n                  Section 1.3 hereof.\n\n         2.7      'ELIGIBLE EMPLOYEE' means an Employee eligible to participate\n                  in the Plan in accordance with Section 5.\n\n\n\n<\/font>                                       1\n\n\n         2.8      'EMPLOYEE' means any active employee of the Company or any\n                  active employee of any company in the Participating Company\n                  Group.\n\n         2.9      'ENROLLMENT DATE' means the first Trading Day of an Offering\n                  Period.\n\n         2.10     'EXCHANGE ACT' means the Securities Exchange Act of 1934, as\n                  amended.\n\n         2.11     'FAIR MARKET VALUE' means, as of any applicable date, the\n                  opening sale price on the principal securities exchange on\n                  which the Shares are traded or, if there is no such sale on\n                  the relevant date, then on the last previous day on which a\n                  sale was reported.\n\n         2.12     'GRANT DATE' means a date on which an Eligible Employee is\n                  granted an option under the Plan pursuant to Section 7.\n\n         2.13     'GRANT PRICE' means the Fair Market Value of a Share on the\n                  Grant Date for such option.\n\n         2.14     'IPO DATE' shall mean the first day on which Shares are\n                  publicly traded on the New York Stock Exchange.\n\n         2.15     'OFFERING PERIOD' means the period beginning on the IPO Date\n                  and ending on the date designated by the Committee and each\n                  period, if any, thereafter designated by the Committee;\n                  provided, that each period shall, in no event end later than:\n                  (i) five (5) years from the date the option is exercised if\n                  the Purchase Price is to be not less than eighty-five percent\n                  (85%) of the Fair Market Value of the Shares on the Purchase\n                  Date; or (ii) otherwise, twenty-seven (27) months from the\n                  Grant Date. The Offering Period may but need not be the same\n                  as the Purchase Period, as determined by the Committee.\n\n         2.16     'PARTICIPANT' means an Eligible Employee who has enrolled in\n                  the Plan pursuant to Section 6.\n\n         2.17     'PARTICIPATING COMPANY GROUP' means a Subsidiary which has\n                  been designated by the Committee in accordance with Section\n                  3.2 of the Plan as covered by the Plan.\n\n         2.18     'PURCHASE DATE' with respect to a Purchase Period means the\n                  last Trading Day in such Purchase Period.\n\n         2.19     'PURCHASE DATE PRICE' means the Fair Market Value of a Share\n                  on the applicable Purchase Date.\n\n         2.20     'PURCHASE PERIOD' means the period beginning on the IPO Date\n                  and ending on the date designated by the Committee and each\n                  period, if any, thereafter designated by the Committee;\n                  provided, that each period shall, in no event end later than:\n                  (i) five (5) years from the date the option is exercised if\n                  the Purchase Price is to be not less than eighty-five percent\n                  (85%) of the Fair Market Value of the Shares on the Purchase\n                  Date; or (ii) otherwise, twenty-seven (27) months from the\n                  Grant Date.\n\n\n                                       2\n\n\n         2.21     'PURCHASE PRICE' means the price designated by the Committee,\n                  at which each Share may be purchased under any option, but in\n                  no event less than eighty-five percent (85%) of the lesser of:\n\n                  (a)      The Grant Price, as defined in Section 2.13; and\n\n                  (b)      The Purchase Date Price, as defined in Section 2.19.\n\n         2.22     'RETIREMENT' or 'RETIRE' means a termination of (or to\n                  terminate) employment with the Company and its subsidiaries\n                  after qualifying for retirement under any applicable\n                  retirement plan of the Company or any company in the\n                  Participating Company Group, as determined by the Committee.\n\n         2.23     'RULE 16B-3' means Rule 16b-3 under the Exchange Act.\n\n         2.24     'SHARES' means shares of the Company's common stock.\n\n         2.25     'SUBSIDIARY' means any corporation in an unbroken chain of\n                  corporations beginning with the Company if, as of the\n                  applicable Enrollment Date, each of the corporations other\n                  than the last corporation in the chain owns stock possessing\n                  fifty percent (50%) or more of the total combined voting power\n                  of all classes of stock in one of the other corporations in\n                  the chain.\n\n         2.26     'TRADING DAY' means any day the New York Stock Exchange is\n                  open for trading.\n\nARTICLE 3. ADMINISTRATION\n\n         3.1      The Plan shall be administered by a Committee appointed by the\nBoard (the 'Committee'). The members of the Committee shall be appointed from\ntime to time by, and shall serve at the discretion of the Board. The Committee\nshall have the authority to delegate administrative duties to officers,\ndirectors or employees of the Company.\n\n         3.2      The Committee shall have the power, subject to and within the\nlimits of the express provisions of the Plan, to construe and interpret the Plan\nand options granted under it; to establish, amend, and revoke rules and\nregulations for administration of the Plan (including, without limitation, the\ndetermination and change of Offering Periods, Purchase Periods and payment\nprocedures and the establishment of the exchange ratio applicable to amounts\nwithheld in a currency other than U.S. dollars); to determine all questions of\npolicy and expediency that may arise in the administration of the Plan to make\nany changes to the Plan or its operations to reduce or eliminate any unfavorable\naccounting consequences to the extent deemed appropriate by the Committee; and,\ngenerally, to exercise such powers and perform such acts as the Committee deems\nnecessary or expedient to promote the best interests of the Company, including,\nbut not limited to, designating from time to time which Subsidiaries of the\nCompany shall be part of the Participating Company Group. The Committee's\ndeterminations as to the interpretation and operation of this Plan shall be\nfinal and conclusive.\n\n\n                                       3\n\n\n         In exercising the powers described in the foregoing paragraph, the\nCommittee may adopt special or different rules for the operation of the Plan\nincluding, but not limited to, rules which allow employees of any foreign\nSubsidiary to participate in, and enjoy the tax benefits offered by, the Plan;\nprovided that such rules shall not result in any grantees of options having\ndifferent rights and\/or privileges under the Plan in violation of Section 423 of\nthe Code nor otherwise cause the Plan to fail to satisfy the requirements of\nSection 423 of the Code and the regulations thereunder.\n\n         3.3      The Plan provisions relating to the administration of the Plan\nmay be amended by the Committee from time to time as may be desirable to satisfy\nany requirements of or under the federal securities and\/or other applicable laws\nof the United States, to obtain any exemption under such laws, or to reduce or\neliminate any unfavorable accounting consequences.\n\nARTICLE 4. NUMBER OF SHARES\n\n         4.1      _________ Shares are reserved for sale and authorized for \nissuance pursuant to the Plan. If any option granted under the Plan shall for\nany reason terminate without having been exercised, the Shares not purchased\nunder such option shall again become available for the Plan.\n\n         4.2      ADJUSTMENTS. In the event of any change in corporate \ncapitalization such as a stock split, or a corporate transaction such as any\nmerger, consolidation, separation, including a spin-off, or other distribution\nof stock or property of the Company, any reorganization (whether or not such\nreorganization comes within the definition of such term in Code Section 368) or\nany partial or complete liquidation of the Company, the Committee may make such\nadjustment it deems appropriate to prevent dilution or enlargement of rights in\nthe number and class of Shares which may be delivered under Section 4.1, in the\nnumber, class of and\/or price of Shares available for purchase under the Plan\nand in the number of Shares which an Employee is entitled to purchase and any\nother adjustments it deems appropriate. Without limiting the Committee's\nauthority under this Plan, in the event of any transaction, the Committee may\nelect to have the options hereunder assumed or such options substituted by a\nsuccessor entity, to terminate all outstanding options either prior to their\nexpiration or upon completion of the purchase of Shares on the next Purchase\nDate, or to take such other action deemed appropriate by the Committee.\n\nARTICLE 5. ELIGIBILITY REQUIREMENTS\n\n         5.1      Except as provided in Section 5.2, each Employee shall become\neligible to participate in the Plan in accordance with Section 6 on the first\nEnrollment Date on or following the later of (a) the date such individual\nbecomes an Employee; or (b) the Effective Date. Participation in the Plan is\nentirely voluntary.\n\n        5.2       The following Employees are not eligible to participate in the\nPlan:\n\n                  (a)      Employees who, immediately upon purchasing Shares\n                           under the Plan, would own directly or indirectly, or\n                           hold options or rights to acquire, an aggregate of\n                           five percent (5%) or more of the total combined\n                           voting power or value of all outstanding shares of\n                           all classes of stock of the Company or any Subsidiary\n                           (and for purposes of this paragraph, the rules of\n                           Section 424(d) of the Code shall apply,\n\n\n                                       4\n\n\n                           and stock which the Employee may purchase under\n                           outstanding options shall be treated as stock owned\n                           by the Employee);\n\n                  (b)      Employees whose customary employment is for not more\n                           than five (5) months in any calendar year; and\n\n                  (c)      Employees whose customary employment is twenty (20)\n                           hours or less per week.\n\nARTICLE 6. ENROLLMENT\n\n         All Eligible Employees as of the Effective Date shall be deemed\nenrolled in the Plan with respect to the Offering Period beginning on the IPO\nDate. Thereafter, any Eligible Employee may enroll in the Plan for any future\nOffering Period by completing and signing an enrollment election form or by such\nother means as the Committee shall prescribe and submitting such enrollment\nelection to the Company or a member of the Participating Company Group in\naccordance with procedures established by the Committee on or before the Cut-Off\nDate with respect to such Offering Period.\n\nARTICLE 7. GRANT OF OPTIONS ON ENROLLMENT\n\n         7.1      Enrollment by an Eligible Employee in the Plan as of an \nEnrollment Date will constitute the grant by the Company to such Participant of\nan option on such Enrollment Date to purchase Shares from the Company pursuant\nto the Plan.\n\n         7.2      An option granted to a Participant pursuant to this Plan shall\nexpire, if not terminated for any reason first, on the earliest to occur of (a)\nthe end of the Offering Period in which such option was granted; (b) the\ncompletion of the purchase of Shares under the option under Section 9; or (c)\nthe date on which participation of such Participant in the Plan terminates for\nany reason.\n\n         7.3      An option granted to a Participant under the Plan shall give \nthe Participant a right to purchase on a Purchase Date the largest number of\nwhole or fractional Shares, as designated by the Committee, which the funds\naccumulated in the Participant's Account as of such Purchase Date will purchase\nat the applicable Purchase Price; provided, however, that the Committee may, in\nits discretion, limit the number of Shares purchased by each Participant in any\nPurchase Period.\n\n         Notwithstanding anything to the contrary herein, no Employee shall be\ngranted an option under the Plan (or any other plan of the Company or a\nSubsidiary intended to qualify under Section 423 of the Code) which would permit\nthe Employee to purchase Shares under the Plan (and such other plan) in any\ncalendar year with a Fair Market Value (determined at the time such option is\ngranted) in excess of $25,000.\n\nARTICLE 8. PAYMENT\n\n         The Committee may designate the time and manner for payment of Shares\nto be purchased during the Purchase Period, including, but not limited to,\npayment by each Participant in cash or by certified check on a date designated\nby the Committee prior to the Purchase Date, or through payroll deductions, the\nterms and conditions of which are designated by the Committee. Payment amounts\n\n\n                                       5\n\n\nshall be credited to a Participant's Account under this Plan. All payment\namounts may be used by the Company for any purpose and the Company shall have no\nobligation to segregate such funds. No interest accrues on payments by\nParticipants.\n\nARTICLE 9. PURCHASE OF SHARES\n\n         9.1      Any option held by the Participant which was granted under \nthis Plan and which remains outstanding as of a Purchase Date shall be deemed to\nhave been exercised on such Purchase Date for the number of whole or fractional\nShares, as designated by the Committee, which the funds accumulated in the\nParticipant's Account as of the Purchase Date will purchase at the applicable\nPurchase Price (but not in excess of the number of Shares for which options have\nbeen granted to the Participant pursuant to Section 7.3). Options for other\nShares for which options have been granted which are not purchased on the last\nPurchase Date during the Offering Period shall terminate.\n\n         9.2      If, after a Participant's exercise of an option under Section \n9.1, an amount remains credited to the Participant's Account as of a Purchase\nDate, then the remaining amount shall be (a) if no further Purchase Periods are\nimmediately contemplated by the Committee, distributed to the Participant as\nsoon as administratively feasible, or (b) if another Purchase Period is\ncontemplated by the Committee, carried forward in the Account for application to\nthe purchase of Shares on the next following Purchase Date. 9.3 If Shares are\npurchased by a Participant pursuant to Section 9.1, then, within a reasonable\ntime after the Purchase Date, the Company shall deliver or cause to be delivered\nto the Participant a certificate or certificates for the whole number of Shares\npurchased by the Participant unless the Company has made arrangements to have\nthe Shares held at a bank or other appropriate institution in noncertificated\nform. If any law or applicable regulation of the Securities and Exchange\nCommission or other body having jurisdiction shall require that the Company or\nthe Participant take any action in connection with the Shares being purchased\nunder the option, delivery of the certificate or certificates for such Shares\nshall be postponed until the necessary action shall have been completed, which\naction shall be taken by the Company at its own expense, without unreasonable\ndelay. Certificates delivered pursuant to this Section 9.3 shall be registered\nin the name of the Participant or, if the Participant so elects, in the names of\nthe Participant and his or her spouse, as joint tenants with rights of\nsurvivorship, or as spousal community property, or in certain forms of trust\napproved by the Committee, to the extent permitted by law.\n\n         9.4      In the case of Participants employed by a member of the\nParticipating Company Group, the Committee may provide for Shares to be sold\nthrough the Subsidiary to such Participants, to the extent consistent with\nSection 423 of the Code.\n\n         9.5      If the total number of Shares for which options are or could\nbe exercised on any Purchase Date in accordance with this Section 9, when\naggregated with all Shares for which options have been previously exercised\nunder this Plan, exceeds the maximum number of Shares reserved in Section 4.1,\nthe Company shall allocate the Shares available for delivery and distribution in\nthe ratio that the balance in each Participant's Account bears to the aggregate\nbalances of all Participants' Accounts, and the remaining balance of the amount\ncredited to the Account of each Participant under the Plan shall be returned to\nhim or her as promptly as possible.\n\n\n                                       6\n\n\n         9.6      If a Participant or former Participant sells, transfers, or\notherwise makes a disposition of Shares purchased pursuant to an option granted\nunder the Plan within two (2) years after the date such option is granted or\nwithin one (1) year after the date such Shares were transferred to the\nParticipant, and if such Participant or former Participant is subject to United\nStates federal income tax, then such Participant or former Participant shall\nnotify the Company or a member of the Participating Company Group in writing of\nsuch sale, transfer or other disposition within ten (10) days of the\nconsummation of such sale, transfer, or other disposition.\n\nARTICLE 10. WITHDRAWAL FROM THE PLAN, TERMINATION OF EMPLOYMENT, AND LEAVE OF\nABSENCE\n\n         10.1     WITHDRAWAL FROM THE PLAN. A Participant may withdraw from the \nPlan in full (but not in part) during any Purchase Period by delivering a notice\nof withdrawal to the Company or a member of the Participating Company Group (in\na manner prescribed by the Committee) at any time up to but not including the\nfifteen (15) days prior to the Purchase Date next following the date such notice\nof withdrawal is delivered, or at such shorter time in advance of such Purchase\nDate as the Committee may permit. If notice of withdrawal is timely received,\nall funds then accumulated in the Participant's Account shall not be used to\npurchase Shares, but shall instead be distributed to the Participant as soon as\nadministratively feasible. An Employee who has withdrawn during a Purchase\nPeriod may not return funds to the Company or a member of the Participating\nCompany Group during the same Purchase Period and require the Company or member\nof the Participating Company Group to apply those funds to the purchase of\nShares. Any Eligible Employee who has withdrawn from the Plan may, however,\nre-enroll in the Plan on the next subsequent Enrollment Date, if any.\n\n         10.2     TERMINATION OF EMPLOYMENT. Participation in the Plan\nterminates immediately when a Participant ceases to be employed by the Company\nor a member of the Participating Company Group for any reason whatsoever or\notherwise ceases to be an Eligible Employee, and such terminated Participant's\noutstanding options shall thereupon terminate. As soon as administratively\nfeasible after termination of participation, the Company or a member of the\nParticipating Company Group shall pay to the Participant or his or her\nbeneficiary or legal representative any amounts accumulated in the Participant's\nAccount at the time of termination of participation. Notwithstanding anything to\nthe contrary herein, if a Participant ceases to be an Eligible Employee by\nreason of Retirement, death, or any other reason contemplated in Section 5.2\nhereof and the Purchase Date is within three (3) months of the date the\nParticipant ceases to be an Eligible Employee, the Participant (or his or her\ndesignated beneficiary, as applicable) shall have the right, upon ceasing to be\nan Eligible Employee and in accordance with procedures prescribed by the\nCommittee, to elect to continue to participate in the Plan in accordance with\nSection 10.1 through the end of the Purchase Period.\n\n         10.3     LEAVE OF ABSENCE. If a Participant takes a leave of absence\nwithout terminating employment, such Participant shall have the right, at the\ncommencement of the leave of absence and in accordance with procedures\nprescribed by the Committee, to elect to withdraw from the Plan in accordance\nwith Section 10.1. To the extent determined by the Committee or required by\nSection 423 of the Code, certain leaves of absence may be treated as cessations\nof employment for purposes of the Plan.\n\n\n                                       7\n\n\nARTICLE 11. DESIGNATION OF BENEFICIARY\n\n        Each Participant under the Plan may, from time to time, name any\nbeneficiary or beneficiaries (who may be named contingently or successively) to\nwhom the amount in his or her Account is to be paid in case of his or her death\nbefore he or she receives any or all of such benefit. Each such designation\nshall revoke all prior designations by the same Participant, shall be in a form\nprescribed by the Committee, and will be effective only when filed by the\nParticipant in writing with the Committee during the Participant's lifetime. In\nthe absence of any such designation, any Account balance remaining unpaid at the\nParticipant's death shall be paid to the Participant's estate.\n\nARTICLE 12. MISCELLANEOUS\n\n         12.1     RESTRICTIONS ON TRANSFER. Options granted under the Plan to a\nParticipant may not be exercised during the Participant's lifetime other than by\nthe Participant. Neither amounts credited to a Participant's Account nor any\nrights with respect to the exercise of an option or to receive stock under the\nPlan may be assigned, transferred, pledged, or otherwise disposed of in any way\nby the Participant other than by will or the laws of descent and distribution.\nAny such attempted assignment, transfer, pledge, or other disposition shall be\nwithout effect, except that the Company may treat such act as an election to\nwithdraw from the Plan in accordance with Section 10.1.\n\n         12.2     ADMINISTRATIVE ASSISTANCE. If the Committee in its discretion \nso elects, it may retain a brokerage firm, bank, or other financial institution\nto assist in the purchase of Shares, delivery of reports, or other\nadministrative aspects of the Plan. If the Committee so elects, each Participant\nshall (unless prohibited by applicable law) be deemed upon enrollment in the\nPlan to have authorized the establishment of an account on his or her behalf at\nsuch institution. Shares purchased by a Participant under the Plan shall be held\nin the Account in the Participant's name, or if the Participant so indicates in\nthe enrollment form, in the Participant's name together with the name of his or\nher spouse in joint tenancy with right of survivorship or spousal community\nproperty, or in certain forms of trust approved by the Committee.\n\n         12.3     COSTS. All costs and expenses incurred in administering the \nPlan shall be paid by the Company, except that any stamp duties, transfer taxes,\nand any brokerage fees applicable to participation in the Plan may be charged to\nthe Account of such Participant by the Company.\n\n         12.4     WITHHOLDING. The Company or any member of the Participating\nCompany Group shall have the power and the right to deduct or withhold, or\nrequire a Participant to remit to the Company or any member of the Participating\nCompany Group, an amount sufficient to satisfy Federal, state and local taxes,\ndomestic or foreign, required by law or regulation to be withheld with respect\nto any taxable event arising as a result of this Plan.\n\n         12.5     EQUAL RIGHTS AND PRIVILEGES. All Eligible Employees shall have\nequal rights and privileges with respect to the Plan so that the Plan qualifies\nas an 'employee stock purchase plan' within the meaning of Section 423 or any\nsuccessor provision of the Code and the related regulations. Notwithstanding the\nexpress terms of the Plan, any provision of the Plan which is inconsistent with\nSection 423 or any successor provision of the Code shall without further act or\namendment by the Company or the Board be reformed to comply with the\nrequirements of Section 423 of the Code. This Section 12.5 shall take precedence\nover all other provisions in the Plan.\n\n\n                                       8\n\n\n         12.6     APPLICABLE LAW. The Plan shall be governed by the substantive \nlaws (excluding the conflict of laws rules) of the State of Delaware.\n\n         12.7     AMENDMENT AND TERMINATION. The Board may amend, alter, or\nterminate the Plan at any time; provided, however, that (1) the Plan may not be\namended in a way which will cause rights issued under the Plan to fail to meet\nthe requirements of Section 423 of the Code; and (2) no amendment which would\namend or modify the Plan in a manner requiring stockholder approval under\nSection 423 of the Code or the requirements of any securities exchange on which\nthe Shares are traded shall be effective unless such stockholder approval is\nobtained. In addition, the Committee may amend the Plan as provided in Section\n3.3, subject to the conditions set forth therein and in this Section 12.7.\n\n         If the Plan is terminated, the Board or Committee may elect to\nterminate all outstanding options either prior to their expiration or upon\ncompletion of the purchase of Shares on the next Purchase Date, or may elect to\npermit options to expire in accordance with their terms (and participation to\ncontinue through such expiration dates). If the options are terminated prior to\nexpiration, all funds accumulated in Participants' Accounts as of the date the\noptions are terminated shall be returned to the Participants as soon as\nadministratively feasible.\n\n         12.8     NO RIGHT OF EMPLOYMENT. Neither the grant nor the exercise of \nany rights to purchase Shares under this Plan nor anything in this Plan shall\nimpose upon the Company or a member of the Participating Company Group any\nobligation to employ or continue to employ any Employee. The right of the\nCompany or a member of the Participating Company Group to terminate any Employee\nshall not be diminished or affected because any rights to purchase Shares have\nbeen granted to such Employee.\n\n         12.9     RIGHTS AS SHAREHOLDER. No Participant shall have any rights as\nshareholder unless and until Shares of Common Stock have been issued to him or\nher.\n\n         12.10    GOVERNMENTAL REGULATION. The Company's obligation to sell and\ndeliver Shares of the Company's common stock under this Plan is subject to the\napproval of any governmental authority required in connection with the\nauthorization, issuance, or sale of such Shares.\n\n         12.11    GENDER. When used herein, masculine terms shall be deemed to\ninclude the feminine, except when the context indicates to the contrary.\n\n         12.12    CONDITION FOR PARTICIPATION. As a condition to participation \nin the Plan, Eligible Employees agree to be bound by the terms of the Plan\n(including, without limitation, the notification requirements of Section 9.6)\nand the determinations of the Committee.\n\n\n                                       9\n\n\n\n        Executed this __________ day of _____________, 2000.\n\n\n\n        SOUTHERN ENERGY, INC.\n\n\n\n        By: \n            -------------------------\n\n\n        Title: \n               ----------------------\n\n\n\n                                       10\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":[9539,9545],"class_list":["post-38836","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__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38836","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=38836"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38836"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38836"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38836"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}