Common use of Corporate Change Clause in Contracts

Corporate Change. If a Corporate Change occurs during the Performance Period, provided the ending share would entitle Employee to receive a Performance Award based upon the performance goals set forth in Exhibit 1 to this Agreement Employee shall receive a payment with respect to the Performance Award, which shall be determined by using either, as applicable (a) the agreed price per share received by the shareholders of Dynegy as a result of the Corporate Change, or if there is no agreed price per Share, then (b) the average closing Dynegy Inc. share price for the twenty (20) consecutive trading days immediately preceding the effective date of the Corporate Change, as the ending Share price for the Performance Period. Such payment, if any, shall be made regardless of whether Employee’s employment with the Company is terminated (other than for Cause) on or after the effective date of such Corporate Change, and shall be made in stock or cash to Employee as soon as administratively feasible but no later than the later of December 31 of the calendar year in which the Corporate Change occurs or the 15th day of the third month following the effective date of the Corporate Change. The Performance Period shall end as of the effective date of a Corporate Change, and any Performance Award payments hereunder shall only be made in accordance with this Section. Notwithstanding anything contained herein to the contrary, any Corporate Change within the first twelve (12) months of the Performance Period would entitle Employee to receive a Performance Award at Target level of performance.

Corporate Change. If a Corporate Change occurs during the Performance Period, provided the ending share would entitle Employee to receive a Performance Award based upon the performance goals set forth in Exhibit 1 to this Agreement Employee shall receive a payment with respect to the Performance Award, which shall be determined by using either, as applicable (a) EXHIBIT 10.2 the agreed price per share received by the shareholders of Dynegy as a result of the Corporate Change, or if there is no agreed price per Share, then (b) the average closing Dynegy Inc. share price for the twenty (20) consecutive trading days immediately preceding the effective date of the Corporate Change, as the ending Share price for the Performance Period. Such payment, if any, shall be made regardless of whether Employee’s employment with the Company is terminated (other than for Cause) on or after the effective date of such Corporate Change, and shall be made in stock or cash to Employee as soon as administratively feasible but no later than the later of December 31 of the calendar year in which the Corporate Change occurs or the 15th day of the third month following the effective date of the Corporate Change. The Performance Period shall end as of the effective date of a Corporate Change, and any Performance Award payments hereunder shall only be made in accordance with this Section. Notwithstanding anything contained herein to the contrary, any Corporate Change within the first twelve (12) months of the Performance Period would entitle Employee to receive a Performance Award at Target level of performance.

Corporate Change. If a Corporate Change occurs during the Performance Period, provided the ending share would entitle Employee to receive a Performance Award based upon the performance goals set forth in Exhibit 1 to this Agreement Employee shall receive a payment with respect to the Performance Award, which shall be determined by using either, as applicable (a) the agreed price per share received by the shareholders of Dynegy as a result of the Corporate Change, or if there is no agreed price per Share, then (b) the average closing Dynegy Inc. share price for the twenty (20) consecutive trading days immediately preceding the effective date of the Corporate Change, as the ending Share price for the Performance Period. Such payment, if any, shall be made regardless of whether Employee’s employment with the Company is terminated (other than for Cause) on or after the effective date of such Corporate Change, and shall be made in stock or cash to Employee as soon as administratively feasible but no later than the later of December 31 of the calendar year in which the Corporate Change occurs or the 15th day of the third month following the effective date of the Corporate Change. The Performance Period shall end as of the effective date of a Corporate Change, and any Performance Award payments hereunder shall only be made in accordance with this Section. Notwithstanding anything contained herein to the contrary, any Corporate Change within the first twelve (12) months of the Performance Period would entitle Employee to receive a Performance Award at Target level leve of performance.