Common use of By the Company Without Cause; Resignation by Executive for Good Reason Clause in Contracts

By the Company Without Cause; Resignation by Executive for Good Reason. Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co., the Company and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) a lump sum payment equal to: (I) two (2) times Executive’s Base Salary, and (II) the Pro-Rata Bonus, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; and (B) Executive, her spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two (2) years from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B) when, in the absence of the benefits provided in this Section 7(c)(ii)(B), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, and IV attached hereto, subject to the terms and conditions thereof. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason. If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or Executive resigns for Good Reason and, in either case (except as otherwise provided in Section 7(e8(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 9 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co.the Company, the Company its subsidiaries and its Affiliates stockholders (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) for a termination occurring on or prior to the second anniversary of the Effective Date, a lump sum payment equal to: (I) to two (2) times the sum of: (1) Executive’s annualized Base Salary, Salary and (II2) the Pro-Rata BonusExecutive’s Annual Bonus Target, payable as soon as practicable but no later than the earlier of: (ai) March 15 following the calendar year in which termination occurs or (bii) ninety (90) days following termination; andor (B) for a termination occurring after the second anniversary of the Effective Date, a lump sum payment of an amount equal to: (1) two (2) times Executive’s Base Salary, (2) the Pro-Rata Bonus, and (3) the matching contributions which would have been made on behalf of Executive pursuant to the Company’s Salary Deferral Program had Executive continued his participation in such plan as in effect on the date of such termination for an additional twelve (12) months, payable as soon as practicable but no later than the earlier of: (i) March 15 following the calendar year in which termination occurs or (ii) ninety (90) days following termination. (C) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two (2) years from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If , provided that, if Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B8(c)(ii)(C) whenduring a period of time during which, in the absence of the benefits provided in this Section 7(c)(ii)(B8(c)(ii)(C), Executive would not otherwise be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses on the date no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were have been incurred. The COBRA health care continuation coverage period under Section 4980B of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980BCode, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, and IV attached hereto, subject to the terms and conditions thereof. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 7(c8(c) or otherwise provided in Section 7(e8(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co.TXU Energy, the Company and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) a lump sum payment equal to: (I) two (2) times Executive’s Base Salary, and (II) the Pro-Rata Bonus, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; and (B) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two (2) years from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B) when, in the absence of the benefits provided in this Section 7(c)(ii)(B), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, and IV III attached hereto, subject to the terms and conditions thereof. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. Executive’s 's employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s 's resignation for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co., the Company and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) a lump sum payment equal to: (I) two (2) times Executive’s 's Base Salary, and (II) the Pro-Rata Bonus, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; and (B) Executive, her spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s 's group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two (2) years from the date of termination of Executive’s 's employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B) when, in the absence of the benefits provided in this Section 7(c)(ii)(B), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, I and IV II attached hereto, subject to the terms and conditions thereof. Following Executive’s 's termination of employment by the Company without Cause (other than by reason of Executive’s 's death or Disability) or upon Executive’s 's resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co., the Company and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) a lump sum payment equal to: (I) two (2) times Executive’s Base Salary, and (II) the Pro-Rata Bonus, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; and (B) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two (2) years from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B) when, in the absence of the benefits provided in this Section 7(c)(ii)(B), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, and IV III attached hereto, subject to the terms and conditions thereof. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co., the Company Co. and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) a lump sum payment equal to: (I) two (2) times Executive’s Base Salary, and (II) the Pro-Rata Bonus, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; and. (B) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the CompanyEFH Co.’s group health plans on the same terms and conditions as active employees of the Company EFH Co. until the earlier of (x) two (2) years from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B) when, in the absence of the benefits provided in this Section 7(c)(ii)(B), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, and IV attached hereto, subject to the terms and conditions thereof. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason. If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or Executive resigns for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co.Holdings, the Company its subsidiaries and its Affiliates stockholders (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of Holdings, and claims under Section 6.11 of the CompanyMerger Agreement): (A) for a termination occurring on or prior to the second anniversary of the Effective Date, a lump sum payment equal to: (I) to two (2) times the sum of: (1) Executive’s annualized Base Salary, Salary and (II2) the Pro-Rata BonusExecutive’s Annual Bonus Target, payable as soon as practicable but no later than the earlier of: (ai) March 15 following the calendar year in which termination occurs or (bii) ninety (90) days following termination; andor (B) for a termination occurring after the second anniversary of the Effective Date, a lump sum payment of an amount equal to: (1) two (2) times Executive’s Base Salary, (2) the Pro-Rata Bonus, and (3) the matching contributions which would have been made on behalf of Executive pursuant to Holdings’ Salary Deferral Program had Executive continued his participation in such plan as in effect on the date of such termination for an additional twelve (12) months, payable as soon as practicable but no later than the earlier of: (i) March 15 following the calendar year in which termination occurs or (ii) ninety (90) days following termination. (C) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two (2) years from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If , provided that, if Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B7(c)(ii)(C) whenduring a period of time during which, in the absence of the benefits provided in this Section 7(c)(ii)(B7(c)(ii)(C), Executive would not otherwise be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses on the date no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were have been incurred. The COBRA health care continuation coverage period under Section 4980B of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980BCode, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, and IV attached hereto, subject to the terms and conditions thereof. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) ), and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co., the Company and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) a lump sum payment equal to: (I) two (2) times Executive’s Base Salary, and (II) the Pro-Rata Bonus, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; and (B) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two (2) years from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B) when, in the absence of the benefits provided in this Section 7(c)(ii)(B), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, and IV III attached hereto, subject to the terms and conditions thereof. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co., the Company and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) a lump sum payment equal to: (I) two three (23) times Executive’s Base Salary, and (II) the Pro-Rata Bonus, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; and (B) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two thirty (230) years months from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage (determined on a coverage by coverage and benefit by benefit basis) under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B) when, in the absence of the benefits provided in this Section 7(c)(ii)(B), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, and IV III attached hereto, subject to the terms and conditions thereof. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason and, in either case (except as otherwise provided in Section 7(e8(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 9 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co., the Company Luminant and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) for a termination occurring on or prior to the second anniversary of the Original Effective Date, a lump sum payment equal to: to (I) two (2) times the sum of Executive’s annualized Base SalarySalary and Executive’s Target Award, and plus (II) the Pro-Rata BonusRetention Award, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; andor (B) for a termination occurring after the second anniversary of the Original Effective Date, a lump sum payment equal to: (I) two (2) times Executive’s Base Salary, (II) the Pro-Rata Bonus, and (III) the Pro-Rata Retention Award, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination. (C) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the CompanyLuminant’s group health plans on the same terms and conditions as active employees of the Company Luminant until the earlier of (x) two (2) years from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B8(c)(ii)(C) when, in the absence of the benefits provided in this Section 7(c)(ii)(B8(c)(ii)(C), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, and IV attached hereto, subject to the terms and conditions thereof. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 7(c8(c) or otherwise provided in Section 7(e8(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co.Luminant, the Company and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) a lump sum payment equal to: (I) two (2) times Executive’s Base Salary, and (II) the Pro-Rata Bonus, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; and (B) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two (2) years from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B) when, in the absence of the benefits provided in this Section 7(c)(ii)(B), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, and IV III attached hereto, subject to the terms and conditions thereof. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co.Luminant, the Company and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) a lump sum payment equal to: (I) two (2) times Executive’s Base Salary, and (II) the Pro-Rata Bonus, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; and (B) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two (2) years from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B) when, in the absence of the benefits provided in this Section 7(c)(ii)(B), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, I and IV II attached hereto, subject to the terms and conditions thereof. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon by Executive’s resignation for Good Reason andReason. (ii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, in either case (except as otherwise provided in Section 7(e))each case, Executive shall be entitled to receive: (iA) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co., the Company and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) a lump sum payment equal to: (I) two (2) times Executive’s Base Salary, and (IIB) the Pro-Rata Bonus, with such Pro-Rata Bonus payable in accordance with the terms of the Plan as soon if Executive’s employment had not terminated; (C) provided Executive executes and delivers a general release of claims against the Company and its affiliates, in the form attached hereto as practicable but no later than Exhibit A (the earlier of: “Release”), within sixty (a) March 15 following the calendar year in which termination occurs or (b) ninety (9060) days following terminationthe date of Executive’s termination of employment and does not revoke such Release within the time period provided therein, payment of an amount equal to (X) if such termination of employment occurs during the CEO Period, two (2) times the sum of (1) Executive’s then annualized Base Salary and (2) the then-applicable Target Bonus, payable in substantially equal monthly installments over a two-year period following the date of termination of employment or (Y) if such termination of employment occurs during the Executive Chair Period, the sum of (1) Executive’s Base Salary for the remaining portion of the Executive Chair Period and (2) the then-applicable Target Bonus, payable in substantially equal monthly installments over the remainder of the Executive Chair Period (the applicable period pursuant to clause (X) or (Y) above, the “Severance Period”), consistent with the Company’s past payroll practices; provided, however, that, if such termination occurs within the two (2) year period following a Change of Control (as defined in the Plan) (which event would also constitute a change in the ownership or effective control of a corporation or a change in the ownership of a substantial portion of the assets of a corporation, in each case, within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), such payment shall instead be made in a single lump sum payment within thirty (30) days following the termination date; provided further that, in either case, the Company reserves the right to cease making such payments and Executive shall be obligated to repay any such amount to the Company already paid if Executive fails to execute and deliver the Release within the period provided for in this Section 7(c)(ii)(C) or, after timely delivery, revokes it within the time period specified in such Release; and (BD) Executive and Executive, her ’s spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s and its subsidiaries’ group health plans on the same terms and conditions as active employees of the Company until the earlier of (xplan(s) two (2) years from the date of termination of Executive’s employment (the “Severance Period”), to the extent that for which Executive was eligible to participate in such plans immediately prior to the date of terminationExecutive’s termination (or to the extent such coverage is not permissible under the terms of such plan(s), or comparable coverage) commencing on the first day of the Severance Period and ending on the earlier to occur of (x) the expiration of the Severance Period and (y) until the date Executive is, is or becomes, becomes eligible for comparable coverage under the group health plans plan(s) of a subsequent employer. If Executive continues another employer (or comparable coverage to receive benefits pursuant the extent applicable) (such period, the “Continued Coverage Period”); provided, however, that, if such coverage is longer than eighteen (18) months and such continued coverage cannot be provided under the applicable plan(s), the Company shall pay Executive, on the first business day of each month, an amount equal to this Section 7(c)(ii)(B) when, in the absence premium subsidy the Company would have otherwise paid on Executive’s behalf for such coverage during the balance of the benefits provided in this Section 7(c)(ii)(B), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurredContinued Coverage Period. The COBRA health care continuation coverage period under Section 4980B of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980BCode, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and . Notwithstanding the foregoing, the Company’s obligation to make the payments contemplated under Section 7(c)(ii)(C) above shall cease in the event of Executive’s material breach of Section 8 or 9, which breach remains uncured for a period of ten (iii10) any additional benefits and compensation set forth in Exhibits I, II, III, and IV attached hereto, subject days following the Company’s written notice to the terms and conditions thereofExecutive of such breach. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon by Executive’s resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e7(c)(ii) and for any rights to indemnification and claims for liability insurance coverage under officer and director policiesSection 11, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason. If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or Executive resigns for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co.the Company, the Company its subsidiaries and its Affiliates stockholders (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company, and claims under Section 6.11 of the Merger Agreement): (A) for a termination occurring on or prior to the second anniversary of the Closing, a lump sum payment equal to: (I) to two (2) times the sum of: (1) Executive’s annualized Base Salary, Salary and (II2) the Pro-Rata BonusExecutive’s Annual Bonus Target, payable as soon as practicable but no later than the earlier of: (ai) March 15 following the calendar year in which termination occurs or (bii) ninety (90) days following termination; andor (B) for a termination occurring after the second anniversary of the Closing, a lump sum payment of an amount equal to: (1) two (2) times Executive’s Base Salary, (2) the Pro-Rata Bonus, and (3) the matching contributions which would have been made on behalf of Executive pursuant to the Company’s Salary Deferral Program had Executive continued his participation in such plan as in effect on the date of such termination for an additional twelve (12) months, payable as soon as practicable but no later than the earlier of: (i) March 15 following the calendar year in which termination occurs or (ii) ninety (90) days following termination. (C) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two (2) years from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If , provided that, if Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B7(c)(ii)(C) whenduring a period of time during which, in the absence of the benefits provided in this Section 7(c)(ii)(B7(c)(ii)(C), Executive would not otherwise be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses on the date no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were have been incurred. The COBRA health care continuation coverage period under Section 4980B of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980BCode, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, and IV attached hereto, subject to the terms and conditions thereof. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) ), and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. Executive’s 's employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s 's resignation for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co.Luminant, the Company and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) a lump sum payment equal to: (I) two (2) times Executive’s 's Base Salary, and (II) the Pro-Rata Bonus, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; and (B) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s 's group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two (2) years from the date of termination of Executive’s 's employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B) when, in the absence of the benefits provided in this Section 7(c)(ii)(B), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, I and IV II attached hereto, subject to the terms and conditions thereof. Following Executive’s 's termination of employment by the Company without Cause (other than by reason of Executive’s 's death or Disability) or upon Executive’s 's resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co., the Company and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) a lump sum payment equal to: (I) two (2) times Executive’s Base Salary, and (II) the Pro-Rata Bonus, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; and (B) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two (2) years from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B) when, in the absence of the benefits provided in this Section 7(c)(ii)(B), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, I and IV II attached hereto, subject to the terms and conditions thereof. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason. If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or Executive resigns for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co.the Company, the Company its subsidiaries and its Affiliates stockholders (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) for a termination occurring on or prior to the second anniversary of the Effective Date, a lump sum payment equal to: (I) to two (2) times the sum of: (1) Executive’s annualized Base Salary, Salary and (II2) the Pro-Rata BonusExecutive’s Annual Bonus Target, payable as soon as practicable but no later than the earlier of: (ai) March 15 following the calendar year in which termination occurs or (bii) ninety (90) days following termination; andor (B) for a termination occurring after the second anniversary of the Effective Date, a lump sum payment of an amount equal to: (1) two (2) times Executive’s Base Salary, (2) the Pro-Rata Bonus, and (3) the matching contributions which would have been made on behalf of Executive pursuant to the Company’s Salary Deferral Program had Executive continued his participation in such plan as in effect on the date of such termination for an additional twelve (12) months, payable as soon as practicable but no later than the earlier of: (i) March 15 following the calendar year in which termination occurs or (ii) ninety (90) days following termination. (C) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two (2) years from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If , provided that, if Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B7(c)(ii)(C) whenduring a period of time during which, in the absence of the benefits provided in this Section 7(c)(ii)(B7(c)(ii)(C), Executive would not otherwise be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses on the date no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were have been incurred. The COBRA health care continuation coverage period under Section 4980B of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980BCode, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, and IV attached hereto, subject to the terms and conditions thereof. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) ), Section 5(d), and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. Executive’s 's employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s 's resignation for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co., the Company and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) a lump sum payment equal to: (I) two three (23) times Executive’s 's Base Salary, and (II) the Pro-Rata Bonus, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; and (B) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s 's group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two thirty (230) years months from the date of termination of Executive’s 's employment (the “"Severance Period”"), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage (determined on a coverage by coverage and benefit by benefit basis) under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B) when, in the absence of the benefits provided in this Section 7(c)(ii)(B), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “"Code”"), Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”"), Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, I and IV II attached hereto, subject to the terms and conditions thereof. Following Executive’s 's termination of employment by the Company without Cause (other than by reason of Executive’s 's death or Disability) or upon Executive’s 's resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co., the Company and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) a lump sum payment equal to: (I) two three (23) times Executive’s Base Salary, and (II) the Pro-Rata Bonus, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; and (B) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two thirty (230) years months from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage (determined on a coverage by coverage and benefit by benefit basis) under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B) when, in the absence of the benefits provided in this Section 7(c)(ii)(B), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, I and IV II attached hereto, subject to the terms and conditions thereof. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason. If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or Executive resigns for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co.the Company, the Company its subsidiaries and its Affiliates stockholders (excluding claims for indemnification, indemnification and claims for liability insurance coverage under officer and director policies, and claims as a stockholder of the Company): (A) a lump sum payment equal to: to two and one half (I) two (22.5) times the sum of Executive’s annualized Base Salary, and (II) the Pro-Rata Bonus, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; and (B) a Pro Rata Bonus. (iii) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two thirty (230) years months from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage (determined on a coverage-by-coverage and benefit-by-benefit basis) under the group health plans of a subsequent employer. If , provided that, if Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B7(c)(iii) whenduring a period of time during which, in the absence of the benefits provided in this Section 7(c)(ii)(B7(c)(iii), Executive would not otherwise be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses on the date no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were have been incurred. The COBRA health care continuation coverage period under Section 4980B of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980BCode, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, and IV attached hereto, subject to the terms and conditions thereof. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason. If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or Executive resigns for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co.Holdings, the Company its subsidiaries and its Affiliates stockholders (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of Holdings, or claims under Section 6.11 of the CompanyMerger Agreement): (A) for a termination occurring on or prior to the second anniversary of the Effective Date, a lump sum payment equal to two (2) times the sum of: (1) Executive’s annualized Base Salary and (2) Executive’s Annual Bonus Target, payable as soon as practicable but no later than March 15 following the calendar year in which termination occurs; or (B) for a termination occurring after the second anniversary of the Effective Date, a lump sum payment of an amount equal to: (I1) two (2) times Executive’s Base Salary, and (II2) the Pro-Rata Bonus, and (3) the matching contributions which would have been made on behalf of Executive Holding’s Salary Deferral Program had Executive continued his participation in such plan as in effect on the date of such termination for an additional twelve (12) months, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; andoccurs. (Biii) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two (2) years from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If , provided that, if Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B7(c)(iii) whenduring a period of time during which, in the absence of the benefits provided in this Section 7(c)(ii)(B7(c)(iii), Executive would not otherwise be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses on the date no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were have been incurred. The COBRA health care continuation coverage period under Section 4980B of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980BCode, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, and IV attached hereto, subject to the terms and conditions thereof. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason and, in either case (except as otherwise provided in Section 7(e8(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 9 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co., the Company TXU Energy and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) for a termination occurring on or prior to the second anniversary of the Original Effective Date, a lump sum payment equal to: to (I) two (2) times the sum of Executive’s annualized Base SalarySalary and Executive’s Target Award, and plus (II) the Pro-Rata BonusRetention Award, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; andor (B) for a termination occurring after the second anniversary of the Original Effective Date, a lump sum payment equal to: (I) two (2) times Executive’s Base Salary, (II) the Pro-Rata Bonus, and (III) the Pro-Rata Retention Award, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination. (C) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the CompanyTXU Energy’s group health plans on the same terms and conditions as active employees of the Company TXU Energy until the earlier of (x) two (2) years from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B8(c)(ii)(C) when, in the absence of the benefits provided in this Section 7(c)(ii)(B8(c)(ii)(C), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, and IV attached hereto, subject to the terms and conditions thereof. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 7(c8(c) or otherwise provided in Section 7(e8(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. Executive’s 's employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s 's resignation for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co.TXU Energy, the Company and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) a lump sum payment equal to: (I) two (2) times Executive’s 's Base Salary, and (II) the Pro-Rata Bonus, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; and (B) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s 's group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two (2) years from the date of termination of Executive’s 's employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B) when, in the absence of the benefits provided in this Section 7(c)(ii)(B), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, I and IV II attached hereto, subject to the terms and conditions thereof. Following Executive’s 's termination of employment by the Company without Cause (other than by reason of Executive’s 's death or Disability) or upon Executive’s 's resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason. If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or Executive resigns for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co.Holdings, the Company its subsidiaries and its Affiliates stockholders (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of Holdings, and claims under Section 6.11 of the CompanyMerger Agreement): (A) for a termination occurring on or prior to the fifth anniversary of the Effective Date, a lump sum payment equal to: (I) to two (2) times the sum of: (1) Executive’s annualized Base Salary, Salary and (II2) the Pro-Rata BonusExecutive’s Annual Bonus Target, payable as soon as practicable but no later than the earlier of: (ai) March 15 following the calendar year in which termination occurs or (bii) ninety (90) days following termination; andor (B) for a termination occurring after the fifth anniversary of the Effective Date, a lump sum payment of an amount equal to: (1) two (2) times Executive’s Base Salary, (2) the Pro-Rata Bonus, and (3) the matching contributions which would have been made on behalf of Executive pursuant to Holdings’ Salary Deferral Program had Executive continued his participation in such plan as in effect on the date of such termination for an additional twelve (12) months, payable as soon as practicable but no later than the earlier of: (i) March 15 following the calendar year in which termination occurs or (ii) ninety (90) days following termination. (C) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two (2) years from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If , provided that, if Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B7(c)(ii)(C) whenduring a period of time during which, in the absence of the benefits provided in this Section 7(c)(ii)(B7(c)( ii)(C), Executive would not otherwise be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses on the date no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were have been incurred. The COBRA health care continuation coverage period under Section 4980B of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980BCode, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, and IV attached hereto, subject to the terms and conditions thereof. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) ), and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co., the Company and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) a lump sum payment equal to: (I) two (2) times Executive’s Base Salary, and (II) the Pro-Rata Bonus, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; and (B) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two (2) years from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B) when, in the absence of the benefits provided in this Section 7(c)(ii)(B), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, I and IV II attached hereto, subject to the terms and conditions thereof. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co., the Company and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) a lump sum payment equal to: (I) two (2) times Executive’s Base Salary, and (II) the Pro-Rata Bonus, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; and (B) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two (2) years from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B) when, in the absence of the benefits provided in this Section 7(c)(ii)(B), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, and IV Exhibit I attached hereto, subject to the terms and conditions thereof. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason. If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or Executive resigns for Good Reason and, in either case (except as otherwise provided in Section 7(e8(e)), Executive shall be entitled to receive: (i) for a termination occurring before January 1, 2012, the Accrued Rights; (ii) Rights and, provided Executive (x) does not violate the restrictions set forth in Section 8 9 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co.Holdings, the Company its subsidiaries and its Affiliates stockholders (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) a lump sum payment equal to: (I) two (2) times Executive’s Base SalaryHoldings, and (II) claims under Section 6.11 of the Pro-Rata BonusMerger Agreement), payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; and (B) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two (2) years from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If , provided that, if Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B8(c)(i) whenduring a period of time during which, in the absence of the benefits provided in this Section 7(c)(ii)(B8(c)(i), Executive would not otherwise be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses on the date no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were have been incurred. The COBRA health care continuation coverage period under Section 4980B of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980BCode, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period. (ii) for a termination occurring on or after January 1, 2012, the Accrued Rights and, provided Executive (x) does not violate the restrictions set forth in Section 9 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against Holdings, its subsidiaries and its stockholders (excluding claims for indemnification, claims for coverage under officer and director policies, claims as a stockholder of Holdings, and claims under Section 6.11 of the Merger Agreement) the following: (A) a lump sum payment of an amount equal to: (1) two (2) times Executive’s Base Salary, (2) the Pro-Rata Bonus, and (3) the matching contributions which would have been made on behalf of Executive pursuant to Holdings’ Salary Deferral Program had Executive continued his participation in such plan as in effect on the date of such termination for an additional twelve (12) months, payable as soon as practicable but no later than the earlier of: (i) March 15 following the calendar year in which termination occurs or (ii) ninety (90) days following termination; and (iiiB) any additional benefits Executive, his spouse and compensation set forth in Exhibits I, II, III, and IV attached hereto, subject eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions thereofas active employees of the Company until the earlier of (x) the Severance Period, to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer, provided that, if Executive continues to receive benefits pursuant to this Section 8(c)(ii)(B) during a period of time during which, in the absence of the benefits provided in this Section 8(c)(ii)(B), Executive would not otherwise be entitled to continuation coverage under Section 4980B of the Code, Executive shall receive reimbursement for all medical expenses on the date no later than the end of the calendar year immediately following the calendar year in which the applicable expenses have been incurred. The COBRA health care continuation coverage period under Section 4980B of the Code, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in Section 5, this Section 7(c) 8(c), or otherwise provided in Section 7(e) 8(e), and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason and, in either case (except as otherwise provided in Section 7(e8(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 9 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co., the Company Co. and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) for a termination occurring on or prior to the second anniversary of the Original Effective Date, a lump sum payment equal to: to (I) two (2) times the sum of Executive’s annualized Base SalarySalary and Executive’s Target Award, and plus (II) the Pro-Rata BonusRetention Award, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; andor (B) for a termination occurring after the second anniversary of the Original Effective Date, a lump sum payment equal to: (I) two (2) times Executive’s Base Salary, (II) the Pro-Rata Bonus, and (III) the Pro-Rata Retention Award, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination. (C) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the CompanyEFH Co.’s group health plans on the same terms and conditions as active employees of the Company EFH Co. until the earlier of (x) two (2) years from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B8(c)(ii)(C) when, in the absence of the benefits provided in this Section 7(c)(ii)(B8(c)(ii)(C), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, and IV attached hereto, subject to the terms and conditions thereof. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 7(c8(c) or otherwise provided in Section 7(e8(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive: (i) the Accrued Rights; (ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against EFH Co.TXU Energy, the Company and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company): (A) a lump sum payment equal to: (I) two (2) times Executive’s Base Salary, and (II) the Pro-Rata Bonus, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; and (B) Executive, her his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two (2) years from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B) when, in the absence of the benefits provided in this Section 7(c)(ii)(B), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, I and IV II attached hereto, subject to the terms and conditions thereof. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

By the Company Without Cause; Resignation by Executive for Good Reason. (i) The CEO Term and Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon by Executive’s resignation for Good Reason and, in either case Reason. (except as otherwise provided in Section 7(e))ii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receivereceive in each case: (iA) the Accrued Rights; (iiB) the Pro-Rata Bonus and Prior Year Bonus (if applicable), with such Pro-Rata Bonus and any Prior Year Bonus each payable in accordance with the terms of the Plan as if Executive’s employment had not terminated; (C) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement executes and (y) executes, delivers and does not revoke a general release of claims against EFH Co., the Company and its Affiliates affiliates, in the form attached hereto as Exhibit A (excluding claims for indemnificationthe “Release”), claims for coverage under officer within sixty (60) days following the date of Executive’s termination of employment and director policiesdoes not revoke such Release within the time period provided therein, and claims as a stockholder payment of the Company): (A) a lump sum payment an amount equal to: (I) to two (2) times the sum of (1) Executive’s then annualized Base Salary, Salary and (II2) the Prothen-Rata applicable Target Bonus, payable as soon as practicable but no later than the earlier of: (a) March 15 in substantially equal monthly installments over a two-year period following the calendar date of termination of employment (such two-year in which period, the “Severance Period”), consistent with the Company’s past payroll practices; provided, however, that, if such termination occurs within the two (2) year period following a Change of Control (as defined in the Plan) (which event would also constitute a change in the ownership or effective control of a corporation or a change in the ownership of a substantial portion of the assets of a corporation, in each case, within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (b) ninety the “Code”)), such payment shall instead be made in a single lump sum payment within thirty (9030) days following terminationthe termination date; provided further that, in either case, the Company reserves the right to cease making such payments and Executive shall be obligated to repay any such amounts to the Company already paid if Executive fails to execute and deliver the Release within the period specified in this Section 7(c)(ii)(C) or, after timely delivery, revokes it within the time period specified in such Release; and (BD) Executive and Executive, her ’s spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the CompanyCompany Group’s group health plans on the same terms and conditions as active employees of the Company until the earlier of (xplan(s) two (2) years from the date of termination of Executive’s employment (the “Severance Period”), to the extent that for which Executive was eligible to participate in such plans immediately prior to the date of terminationhis termination (or to the extent such coverage is not permissible under the terms of such plan(s), or comparable coverage) commencing on the first day of the Severance Period and ending on the earlier to occur of (x) the expiration of the Severance Period and (y) until the date Executive is, is or becomes, becomes eligible for comparable coverage under the group health plans plan(s) of a subsequent employer. If Executive continues another employer (or comparable coverage to receive benefits pursuant the extent applicable) (such period, the “Continued Coverage Period”); provided, however, that, if such coverage extends for longer than eighteen (18) months and such continued coverage cannot be provided under the applicable plan(s), the Company shall pay Executive, on the first business day of each month, an amount equal to this Section 7(c)(ii)(B) when, in the absence premium subsidy the Company would have otherwise paid on Executive’s behalf for such coverage during the balance of the benefits provided in this Section 7(c)(ii)(B), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurredContinued Coverage Period. The COBRA health care continuation coverage period under Section 4980B of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980BCode, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and (iii) any additional benefits and compensation set forth in Exhibits I, II, III, and IV attached hereto, subject . Notwithstanding anything to the terms and conditions thereofcontrary in the foregoing, the Company’s obligation to make the payments contemplated under Section 7(c)(ii)(C) above shall cease in the event of Executive’s material breach of Section 8 or 9 below, which breach remains uncured for a period of ten (10) days following the Company’s written notice to Executive of such breach. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon by Executive’s resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e7(c)(ii) and for any rights to indemnification and claims for liability insurance coverage under officer and director policiesSection 11, Executive shall have no further rights right to any compensation or any other benefits benefit under this Agreement.