Common use of Other Provisions Clause in Contracts

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause may assign this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their Xx. Xxxx X. Clarke April 8, 1997 Page 10 legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (fe) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: Xxxx X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx Xxxxxx NGC Corporation 6540 Rutgers 0000 Xxxxxxxxx, Xxxxx 0000 XxxxxxxxXxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer00000-0000 (gf) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchsuch provisions or part thereof shall be reformed so that it would be valid, legal and enforceable to the maximum extent permitted by law. (g) You shall not be required to mitigate damages (or the amount of any compensation provided under this Agreement to be paid) following your termination of employment, by seeking employment or otherwise. If the foregoing reflects your understanding of the terms of your employment with the Company, please execute each copy of this letter in the space provided below. NGC CORPORATION

Other Provisions. 13.1 This Agreement shall inure to the benefit of and be binding upon (ai) THIS AGREEMENT WILL BE GOVERNED BYthe Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided except that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 Executive's duties and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you responsibilities under this Agreement are of a personal nature and will not be subject assignable or delegable in whole or in part without the Company's prior written consent. 13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to the withholding of all applicable employment taxes and income taxes; providedany requests, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions by or on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you Company, for information and/or documents, in accordance connection with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action Company's hiring of the Board. Except as otherwise specifically provided in Executive and/or with the negotiation of this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of are truthful and complete. 13.3 All notices and statements with respect to this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall must be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with certified mail return receipt requested, ; hand delivery with written acknowledgment of receipt; FAX transmission with machine-printed confirmation of delivery; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the intended recipient Company's general counsel at his the Company's then-current principal operating office. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. 13.4 This Agreement sets forth the entire agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement. 13.5 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void. 13.6 If any provision of this Agreement, or its address set forth below andapplication to anyone or under any circumstances, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held adjudicated to be invalid, illegal invalid or unenforceable in any respectjurisdiction, such invalidity or unenforceability shall will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction. 13.7 This Agreement will be governed and interpreted under the laws of the United States of America and of the State of Texas law as applied to contracts made and carried out in entirely Texas by residents of that State. PAGE 12 13 EXECUTIVE: KEVXX X. XXXX 03.8 No failure on the part of any party to enforce any provisions of this Agreement will act as a provision waiver of the right to enforce that provision. 13.9 Termination of the Employment, with or without cause, will not affect the continued enforceability of this Agreement. 13.10 Section headings are for convenience only and shall not define or limit the provisions of this Agreement. 13.11 This Agreement may be executed in several counterparts, but each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. A copy of this Agreement manually signed by one party and transmitted to the other party by FAX or in image form via email shall be deemed to have been executed and delivered by the signing party as though an original. A photocopy of this Agreement shall be reformed and construed effective as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchan original for all purposes. (Continued on next page)

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONThis Amendment To Agreements With Xxxxxxx Xxxxxxxx shall inure to the benefit of and be binding upon (i) Citadel and its successors and assigns and (ii) Xxxxxxxx and his heirs and legal representatives. (b) Except All notices and statements with respect to this Amendment To Agreements With Xxxxxxx Xxxxxxxx shall be made or delivered as otherwise indicatedset forth in that certain Employment Agreement, this Agreement is not assignable without the written authorization dated as of both parties; provided that the Company shall cause this Agreement April 1, 2003, between Citadel and Xxxxxxxx as amended by Amendment No. 1 to be assumed by any entity to which the Company transfers substantially all Employment Agreement, dated as of its stock or assets or to any entity which is a successor to the Company by reorganizationMarch 12, incorporation2004, merger or similar business combinationbetween Citadel and Xxxxxxxx. (c) Except This Amendment To Agreements With Xxxxxxx Xxxxxxxx sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of expressly set forth in this Agreement shall survive the termination of this AgreementAmendment To Agreements With Xxxxxxx Xxxxxxxx. (d) All payments Any modification to you under this Agreement Amendment To Agreements With Xxxxxxx Xxxxxxxx must be in writing and signed by all parties; any attempt to modify this Amendment To Agreements With Xxxxxxx Xxxxxxxx, orally or in writing, not executed by all parties will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b)void. (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of If any breach by the other party hereto of any condition or provision of this Agreement Amendment To Agreements With Xxxxxxx Xxxxxxxx, or its application to anyone or under any circumstances, is adjudicated to be performed by invalid or unenforceable in any jurisdiction, such invalidity and unenforceability will not affect any other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver application of a similar this Amendment To Agreements With Xxxxxxx Xxxxxxxx which can be given effect without the invalid or dissimilar unenforceable provision or condition at the same application and will not invalidate or at render unenforceable such provision or application in any prior or subsequent timeother jurisdiction. (f) Any notice This Amendment To Agreements With Xxxxxxx Xxxxxxxx will be governed and interpreted under the laws of the United States of America and of the State of Texas as applied to contracts made and carried out entirely in Texas by residents of that state. (g) No failure on the part of any party to enforce any provisions of this Amendment To Agreements With Xxxxxxx Xxxxxxxx will act as a waiver of the right to enforce that provision. (h) Section headings are for convenience only and shall not define or other communication required or permitted pursuant limit the provisions of this Amendment To Agreements With Xxxxxxx Xxxxxxxx. (i) This Amendment To Agreements With Xxxxxxx Xxxxxxxx may be executed in several counterparts, each of which is an original. A copy of this Amendment To Agreements With Xxxxxxx Xxxxxxxx manually signed by one party and transmitted to the terms of this Agreement shall be other party by FAX or in writing and image form via email shall be deemed to have been duly given when executed and delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed the signing party as though an original. A photocopy of this Amendment To Agreements With Xxxxxxx Xxxxxxxx shall be effective as an original for all purposes. (j) Capitalized terms used but not defined herein shall have the meanings assigned to the intended recipient at his or its address set forth below and, such terms in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchEmployment Agreements.

Other Provisions. 13. The Court approves and directs the implementation of all the terms of the Settlement. 14. If this Final Judgment and Order is set aside, materially modified, or overturned by this Court or on appeal, and is not fully reinstated on further appeal, this Final Judgment and Order certifying the Class shall be vacated nunc pro tunc. 15. Except as to any individual claim of those Persons who have validly and timely requested exclusion from the Class (“Opt-Outs”), all Released Parties and Releasing Parties are bound by this Final Judgment and Order and by the Settlement Agreement. 16. Except as to the Opt-Outs, the Court dismisses the OTC Action, as well as all of the Released Claims, against any of the ReleaseesReleased Parties by the Class Representatives and/or Class MembersReleasing Parties, with prejudice. The Parties are to bear their own costs, except as otherwise provided in the Settlement, provided that such dismissal shall not affect, in any way, the right of Class Plaintiffs or Class Membersthe Releasing Parties to pursue claims, if any, outside the scope of the Released Claims. 17. Any Opt-Outs have timely and validly requested exclusion from the Class and are hereby excluded from the Class, not bound by this Final Judgment and Order, and may not make any claim or receive any benefit from the Settlement, whether monetary or otherwise. 18. Upon the Effective Date, the Releasors2Releasing Parties: (a) THIS AGREEMENT WILL BE GOVERNED BYshall be deemed to 2 Individually and collectively, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASClass Plaintiffs and each OTC Class Member, EXCLUDING ANY CONFLICTS OF LAWon behalf of themselves and any of their respective past or present officers, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicateddirectors, stockholders, agents, employees, legal representatives, partners, associates, trustees, parents, subsidiaries, divisions, affiliates, heirs, executors, administrators, purchasers, predecessors, successors, and assigns, whether or not they object to the settlement set forth in this Agreement is and whether or not assignable without they make a claim for payment from the written authorization Net Settlement Fund. ReleaseReleased Claims3 against the Released Parties,4 regardless of both partieswhether such Releasing Party executivesexecutes and delivers a proof of claim; provided that Shall(b) shall be forever enjoined from prosecuting in any forum any ReleaseReleased Claim against any of the Company shall cause this Agreement Released Parties; and Agrees(c) agree and covenantscovenant not to be assumed by xxx any entity to which of the Company transfers substantially all Released Parties on the basis of its stock or assets any Released Claims or to assist any entity which is third party in commencing or maintaining any suit against any Released Party related in any way to any Released Claims. Notwithstanding the foregoing, persons or entities that only purchased bonds issued by entities other than U.S. Dollar LIBOR Panel Banks a successor Defendant (or a Defendant’s subsidiary or 3 Any and all manner of claims, causes of action, cross-claims, counter-claims, charges, liabilities, demands, judgments, suits, obligations, debts, setoffs, rights of recovery, or liabilities for any obligations of any kind whatsoever (however denominated), whether class or individual, in law or equity or arising under constitution, statute, regulation, ordinance, contract, or otherwise in nature, for fees, costs, penalties, fines, debts, expenses, attorneys’ fees, and damages, whenever incurred, and liabilities of any nature whatsoever (including joint and several), known or unknown, suspected or unsuspected, asserted or unasserted, arising from or relating in any way to any conduct alleged or that could have been alleged in and arising from the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, factual predicate of the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxesOTC Action; provided, however, that at your request Released Claims do not include (1) claims that are the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf subject of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreementsSettlement Agreement, written or oraldated October 7, 2014, between Barclays and the Company and you. This Agreement may be amended only by written amendment duly executed by both parties Exchange- Based Plaintiffs, specifically claims arising from or their legal representatives and authorized by action relating in any way to any conduct alleged in the Exchange-Based Plaintiffs’ Action or that could have been alleged in the Exchange-Based Plaintiffs’ Action concerning Eurodollar future contracts or options; (2) claims arising under foreign law related to transactions outside the United States; or (3) claims to enforce any of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be Agreement. For the avoidance of doubt, Released Claims does not include claims relating to or arising out of the purchase of non- U.S. Dollar LIBOR-Based Instruments or any other claims that do not arise out of the factual predicate of the OTC Action, such as a claim to complete the settlement or otherwise enforce the terms of a U.S. Dollar LIBOR-Based Instrument. 4 Barclays and each of its past or present direct and indirect parents (including holding companies), subsidiaries, affiliates, associates (all as defined in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed SEC Rule 12b-2 promulgated pursuant to the intended recipient at his Securities Exchange Act of 1934), predecessors, successors, and each of their respective officers, directors, employees, agents, attorneys, legal or its address other representatives, trustees, heirs, executors, administrators, advisors, and assigns. Released Parties does not include: (i) any of the other Defendants; or (ii) any other Person formerly named as a party in the OTC Action. affiliate) are not members of this Settlement the OTC Class. Further, claims whichthat are alleged in the Bondholder Plaintiff Action (Case Xx. 00 XXXX 0000 (XXX)) concerning U.S. Dollar LIBOR-Based Debt Securities5 are not released by the OTC Settlement. Thus, any claim based on a U.S. Dollar LIBOR-Based Debt Security may be asserted only against the Barclays’ settlement of the Bondholder Plaintiff Action (“Bondholder Settlement”) (and not the OTC Settlement), and will only be released pursuant to the Bondholder Settlement. Likewise, any claim based on a debt security tied to U.S. Dollar LIBOR that was issued by a Defendant (or a Defendant’s subsidiary or affiliate) as obligor and was purchased directly from a Defendant (or a Defendant’s subsidiary or affiliate) may be asserted only against the OTC Settlement (and not the Bondholder Settlement), and will only be released pursuant to the OTC Settlement. Any OTC Class Member who is also a member of the class alleged in the Bondholder Plaintiff Action will be entitled to assert claims to share in the settlement funds established in both actions in accordance with the limitations set forth below andabove. in this paragraph. Similarly, any member of the class in the case of Bondholder Plaintiff Action who is also a notice or other communication to the Company, directed to the attention member of the Board of Directors with a copy OTC Class will be entitled to the Secretary of the Company, or assert claims to such other address as the intended recipient may have theretofore furnished to the sender share in writing both settlement funds in accordance herewith, except that until any notice of change of address is received, notices shall be sent to with the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in limitations set forth abovein this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchparagraph.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement 15.1 It is not assignable without the written authorization of both parties; provided intended that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise payments and benefits provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will comply with the requirements of Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”) or an exemption therefrom. The Agreement shall be subject interpreted, construed, administered, and governed in a manner consistent with such intent. Notwithstanding anything herein to the contrary, (i) if the Award Recipient is a “specified employee” (as defined in Section 409A), shares of Common Stock deliverable or amounts otherwise payable hereunder as a result of the Award Recipient’s termination of employment or service shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code and (ii) each delivery of shares of Common Stock or payment in a series of deliveries or payments hereunder shall be deemed to be a separate payment for purposes of Section 409A. While each Incentive is intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A, in no event whatsoever shall the Company be liable for any additional tax, interest, or penalties that may be imposed on the Award Recipient as a result of Section 409A or any damages for failing to comply with Section 409A (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A). To the extent that any Incentive constitutes “nonqualified deferred compensation” for purposes of all applicable Section 409A, any settlement of the Incentive otherwise scheduled to occur prior to the sixtieth (60th) day following the Award Recipient’s termination of employment taxes hereunder, but for the Release Condition, shall not be made until the sixtieth (60th) day. 15.2 The Plan and income taxes; provided, however, that at your request this Agreement contain the entire agreement between the parties hereto will use reasonable efforts with respect to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and yousubject matter contained herein. This Agreement may not, without the Award Recipient’s consent, be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of modified so as to materially adversely affect the Board. Except as otherwise specifically provided in Award Recipient’s rights under this Agreement, no waiver except (i) as provided in the Plan, as it may be amended from time to time in the manner provided therein, or (ii) by either party hereto a written document signed by each of any breach by the other party hereto of any condition parties hereto. Any oral or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice written agreements, representations, warranties, written inducements, or other communication required or permitted pursuant communications with respect to the terms subject matter contained herein made prior to the execution of this the Agreement shall be in writing void and shall be deemed to have been duly given when delivered ineffective for all purposes. 15.3 Nothing expressed or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained implied in this Agreement is intended or shall for be construed to confer upon or give any person, other than the parties hereto and their successors, assigns, {N3606066.3} 11 heirs, executors, administrators, or legal representatives, any rights or remedies under, or by reason be held to be invalidof, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such.

Other Provisions. The Parties further agree that, unless otherwise agreed in writing: (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. this Agreement shall be governed by the laws of the District of Columbia; (b) Except as otherwise indicated, this Agreement is not assignable without sets forth the written authorization of both parties; provided that entire agreement and understanding between the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor Parties with respect to the Company by reorganizationsubject matter hereof, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions and none of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement may be amended or modified except by a written instrument signed by both Parties; (c) a Party may waive any rights under this Agreement only by written waiver duly signed by such Party, and no failure to exercise or delay in exercising a right under this Agreement shall constitute a waiver of such right; (d) the rights and obligations of each Party under this Agreement may not be assigned or delegated, by operation of law or otherwise, without the consent of the other Party and any such attempt shall be void, and this Agreement shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns; (e) no provision of this Agreement shall affect, limit or restrict either Party’s right to engage in any business in any place and at any time, whatsoever, provided the Receiving Party does not use, reproduce, copy or disclose the Confidential Information in violation of this Agreement; (f) EACH PARTY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE CONFIDENTIAL INFORMATION IT DISCLOSES HEREUNDER, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE OR NON-INFRINGEMENT THEREOF; (g) the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement; (h) all notices under this Agreement must be in writing and shall be deemed to have been duly given when delivered to and received by a Party, and will otherwise become effective, on the date of actual delivery thereof (by personal delivery, express delivery service or mailed by United States certified mail, first class, postage prepaid and registered with return receipt requested, addressed ) to the intended recipient at his or its address Notice Address of such Party set forth below and, below; (i) this Agreement may be executed in the case of a notice or other communication counterparts; and (j) signatures exchanged by facsimile are effective for all purposes hereunder to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address same extent as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchoriginal signatures.

Other Provisions. The Parties further agree that, unless otherwise agreed in writing: (a) THIS AGREEMENT WILL BE GOVERNED BYthis Agreement shall be governed by the laws of the State of Indiana, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. without giving effect to the principles of conflict of laws thereof; (b) Except as otherwise indicated, this Agreement is not assignable without sets forth the written authorization of both parties; provided that entire agreement and understanding between the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor Parties with respect to the Company by reorganizationsubject matter hereof, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions and none of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement may be amended or modified except by a written instrument signed by both Parties; (c) a Party may waive any rights under this Agreement only by written waiver duly signed by such Party, and no failure to exercise or delay in exercising a right under this Agreement shall constitute a waiver of such right; (d) the rights and obligations of each Party under this Agreement may not be assigned or delegated, by operation of law or otherwise, without the consent of the other Party, which shall not be unreasonably withheld, and any such attempt shall be void, and this Agreement shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns; (e) no provision of this Agreement shall affect, limit or restrict either Party’s right to engage in any business in any place and at any time, whatsoever, provided the Receiving Party does not use, reproduce, copy or disclose the Confidential Information in violation of this Agreement; (f) THE DISCLOSING PARTY PROVIDES THE CONFIDENTIAL INFORMATION SOLELY ON AN “AS-IS” BASIS AND EACH PARTY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE CONFIDENTIAL INFORMATION IT DISCLOSES HEREUNDER, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE OR NON-INFRINGEMENT THEREOF; (g) the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement; (h) all notices under this Agreement must be in writing and shall be deemed to have been duly given when delivered to and received by a Party, and will otherwise become effective, on the date of actual delivery thereof (by personal delivery, express delivery service or mailed by United States certified mail, first class, postage prepaid and registered with return receipt requested, addressed ) to the intended recipient at his or its address Notice Address of such Party set forth below andbelow; (i) this Agreement may be executed in counterparts; (k) The provisions of this Agreement will be deemed severable, in and the case unenforceability of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of its provisions will not affect the provisions enforceability of any other provision; (l) Both parties agree to comply fully with all relevant export laws and regulations of the United States to ensure that no information or parts of a provision contained in technical data provided pursuant to this Agreement shall is exported or re-exported directly or indirectly in violation of law; and (m) signatures exchanged by facsimile are effective for any reason be held all purposes hereunder to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed the same extent as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchoriginal signatures.

Other Provisions. 9.1 This Agreement shall inure to the benefit of and be binding upon (ai) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONthe Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives. (b) Except as otherwise indicated, 9.2 All notices and statements with respect to this Agreement shall be made or delivered as set forth in the Employment Agreement. 9.3 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is not assignable without the written authorization entitled under this Agreement or (ii) any other breach of both parties; provided that this Agreement by Company, then the Company shall cause this Agreement to be assumed by any entity pay all amounts and damages to which the Company transfers substantially Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive's rights hereunder. Change of its stock Control Agreement EXECUTIVE: XXXXX X. FLAME 9.4 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or assets or to warranties of any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combinationkind concerning those subjects except as expressly set forth in this Agreement. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 9.5 Any modification of this Agreement shall survive must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void. 9.6 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the termination invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction. 9.7 This Agreement will be governed and interpreted under the laws of the United States of America and of the State of Texas law as applied to contracts made and carried out in entirely Texas by residents of that State. 9.8 No failure on the part of any party to enforce any provisions of this Agreement will act as a waiver of the right to enforce that provision. 9.9 Termination of the Employment, with or without Cause, will not affect the continued enforceability of this Agreement. (d) All payments to you under 9.10 Section headings are for convenience only and shall not define or limit the provisions of this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b)Agreement. (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. 9.11 This Agreement may be amended only by written amendment duly executed by both parties in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or their legal representatives and authorized by action any counterpart hereof to produce or account for any of the Boardother counterparts. Except as otherwise specifically provided in A copy of this Agreement, no waiver Agreement manually signed by either one party hereto of any breach by and transmitted to the other party hereto of any condition by FAX or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and image form via email shall be deemed to have been duly given when executed and delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case signing party as though an original. A photocopy of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed effective as an original for all purposes. Change of Control Agreement EXECUTIVE: XXXXX X. FLAME THIS AGREEMENT CONTAINS PROVISIONS REQUIRING BINDING ARBITRATION OF DISPUTES, WHICH HAVE THE EFFECT OF WAIVING EACH PARTY'S RIGHT TO A JURY TRIAL. By signing this Agreement, the Executive acknowledges that the Executive (1) has read and construed understood the entire Agreement; (2) has received a copy of it (3) has had the opportunity to ask questions and consult counsel or other advisors about its terms; and (4) agrees to be bound by it. Executed to be effective as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchDecember 31, 2002 (the "EFFECTIVE DATE").

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this 9.1 This Agreement is not assignable without shall come into effect and be legally binding from the written authorization date of signing or sealing by the representatives of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein9.2 This Agreement is made in duplicate, the provisions of Paragraphs 4with each party holding one copy, 5 and 6 of this Agreement shall survive the termination of this Agreementboth copies have equal legal effect. (d) All payments to you under this Agreement will be subject to 9.3 Upon the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision effectiveness of this Agreement, but this Agreement the BTC Trading Contract, as amended by the Amendment, shall be reformed deemed amended and construed restated and superseded and replaced in its entirety by this Agreement, and shall be of no further force or effect. Party A: Next Technology Holding Inc. Party B: Address: 000 X 00xx Xxxxxx, Xxxxxxxx XX 00000-0000. Address: Signature/Seal Signature/Seal Title: Title: Date: _____________, 2024 Date: _____________, 2024 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Warrant Shares: [●] Initial Exercise Date: [●] , 2024 THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [name of Holder] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●], 20291 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Next Technology Holding Inc., a Wyoming corporation (the “Company”), up to [●] shares (as if such invalid subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The Company and the Holder each acknowledge and agree that this Warrant replaces that certain Common Stock Purchase Warrant issued by the Company to the Holder on [●] (the “Prior Warrant”). Upon the issuance of this Warrant, the Prior Warrant shall be deemed amended and restated and superseded and replaced in its entirety by this Warrant, and shall be of no further force or illegal or unenforceable provision or part of a provision had never been contained herein and sucheffect.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor 16.1 Notices to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified mail, first classcommercial carrier, postage prepaid and registered with return receipt requested, addressed or personal delivery to the intended recipient parties at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: City of Wichita Genesis Health Clubs Management LLC Park and Recreation Department Attn. Xxxxxx Xxxxxx XX City Xxxx 11th Floor 0000 X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 XxxxxxxxxXxxxxxx XXX 0 455 N. Main Wichita, Xxxxx 0000 Xxxxxxxx, XX 00000 KS 67208 Xxxxxxx, XX 00000 Attn: Executive Vice President 00000 16.2 This Agreement, including all Exhibits, constitutes the entire understanding between the parties relating to the rights herein granted and Chief Financial Officer (g) If any one or more the obligation herein assumed and correctly sets forth the rights, duties, and obligations of each party to the other as of the provisions date of this Agreement. Any prior Agreements, promises, negotiations or parts representations regarding the subject matter of a provision contained this Agreement not expressly set forth in this Agreement are of no force or effect. No alteration or variation of any provision of this Agreement shall for be valid unless reduced to writing and signed by both parties. 16.3 This Agreement shall benefit and bind the successors, affiliates and assigns of the party. No course of dealing between the parties and no failure to exercise any reason right granted, or provision included by this Agreement shall be held construed as a waiver of the right to enforce the terms of this Agreement as written. 16.4 This Agreement shall not be assigned by either party without the other’s prior written consent. 16.5 If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respectrespect as written, such invalidity provision shall be automatically modified to the minimum extent necessary to make it enforceable and the provision as so modified shall be enforced, without invalidating the Agreement as a whole. 16.6 Each party is a valid and legally existing entity and each of the undersigned hereby state that he/she has full authority to enter into this Agreement and hereby accepts this Agreement on behalf of the entities identified below. 16.7 This Agreement may be executed in any number of counterparts, including fax or unenforceability facsimile transmission or scanned and emailed, and each counterpart shall not affect be deemed to be an original instrument, all such counterparts together shall constitute one (1) instrument. 16.8 This Agreement supersedes any other provision or part Agreement between Genesis and the City for the operation of a provision the Facility. 16.9 The effective date of this AgreementAgreement is the date of execution by the last party to sign. By: By: Date: Date: Attest: Xxxxx Xxxxxxx, but City Clerk Approved as to form: Xxxx Xxxxxxxxxx, City Attorney Subject to the requirements and limitations of the Kansas Cash Basis and Budget Laws, and the sufficiency of annual appropriations properly available for such purposes, the City will pay Genesis performance based incentive compensation each year based on the prior year’s annual statement of revenues less expenses as referenced in Section 7.1 above if the performance measure targets are met. This incentive payment will occur on about March 1 of the following year. Performance measures will be two (2) items, net revenue and attendee numbers. The target performance measure for annual net revenue is $10,000. The target performance measure for annual attendance will be measured on public and group skating. During the first year of this Agreement agreement an accurate attendance count shall be reformed conducted and construed established as if such invalid the attendance target. These performance targets shall increase 2% annually during each year of this agreement. If these targets are met, City agrees to: 1. Pay Genesis 10% of the net income for any amount of net income up to $10,000. 2. Pay Genesis an additional 20% of the net income for any amount of net income over $10,000. During the term of this contract, the contractor or illegal subcontractor, vendor or unenforceable provision supplier of the City, by whatever term identified herein, shall comply with the following Non-Discrimination--Equal Employment Opportunity/Affirmative Action Program Requirements: A. During the performance of this contract, the contractor, subcontractor, vendor or part supplier of a provision had never been contained herein the City, or any of its agencies, shall comply with all the provisions of the Civil Rights Act of 1964, as amended: The Equal Employment Opportunity Act of 1972; Presidential Executive Orders 11246, 11375, 11141; Part 60 of Title 41 of the Code of Federal Regulations; the Age Discrimination in Employment Act of 1967; the Americans with Disabilities Act of 1990 and suchlaws, regulations or amendments as may be promulgated thereunder.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY20.1 Subject to the prevailing severance policy in force at the time, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that Executive will have no claim against the Company shall cause this Agreement to be assumed by (or any entity to which the Company transfers substantially all other Group Company) arising out of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreementagreement if: 20.1.1 termination is by reason of reconstruction or amalgamation whether by winding up the Company or otherwise, and the Executive is offered employment with any company, concern or undertaking resulting from such reconstruction or amalgamation and the parties agree that this is of substantially the same nature to his appointment under this agreement and is on terms which when taken as a whole are no less favourable to the Executive than those contained in this agreement; or 20.1.2 in relation to any provision in any articles of association, agreement or arrangement which has the effect of requiring the Executive to sell or give up any shares, securities, options or rights at any price or which causes any options or other rights granted to him to become prematurely exercisable or to lapse. (d) All payments 20.2 No failure or delay to you exercise, or other relaxation or indulgence granted in relation to, any power, right or remedy under this Agreement agreement of either party shall operate as a waiver of it or impair or prejudice it nor shall any single or partial exercise or waiver of any power, right or remedy preclude its further exercise or the exercise of any other power, right or remedy. 20.3 There are no collective agreements in force which affect this agreement. 20.4 The parties recognise that during the normal course of his employment, the Executive will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company required to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreementsstatements, directly or indirectly, written or oral, between to, and/or provide material for publication by, television, radio, film or other similar media and/or write article(s) for the press or otherwise for publication on matters relating to the business and affairs of the Company (or any other Group Company) and/or matters relating to any customer, client or connection of the Company or any other Group Company). The Executive however recognises that such activities should be agreed with the Board or its designee on either a case by case or “blanket” basis according to the type of activity and you. explicitly that where comment is to be made on the financial performance of the Group Company such comment will need the prior approval of the Board or its designee. 20.5 This Agreement agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action in 2 counterparts, each of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party which shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at an original and which shall together constitute one and the same or at any prior or subsequent timedocument. (f) Any notice or other communication required or permitted pursuant to the terms of 20.6 If this Agreement shall be agreement is executed in writing and 2 counterparts, it shall be deemed to be delivered and shall have been duly given effect when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed a) each party has signed a counterpart of this deed; b) each party has handed over such counterpart to the intended recipient at his or its address set forth below and, in the case of a notice or other communication party to the Company, directed to the attention this deed; and c) each of the Board of Directors with a copy to the Secretary counterparts has been dated. 20.7 The Company acknowledges and declares itself trustee of the Company, or obligations and covenants given in this agreement insofar as they are expressed to be for the benefit of any other Group Company and holds them on trust for the absolute benefit of any such other address Group Company and the Executive covenants with the Company in its capacity as the intended recipient may have theretofore furnished such trustee to the sender observe and perform each of such obligations and covenants. 20.8 No variation of this agreement will be effective unless agreed in writing in accordance herewith, except that until any notice by or on behalf of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchboth parties.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this 17.1 This Agreement is not assignable without contains the written authorization of both parties; provided that entire agreement between the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor parties relating to the Company subject matter herein and all prior proposals, discussions, and writings by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, and between the provisions parties and relating to the subject matter herein are superseded by this Agreement. None of Paragraphs 4, 5 and 6 the terms of this Agreement shall survive be deemed to be waived by either party or amended unless such a waiver or amendment is in writing and is signed by the termination party to be charged with such waiver or amendment, and such writing recites specifically that it is a waiver of, or amendment to, the terms of this Agreement. (d) All payments 17.2 Except for Delivery Orders, forecasts, NNCs and the like, which may be sent by email, all notices and demands required or permitted to you under be given or made pursuant to this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed addressed as follows: If to NxStage: President NxStage Medical, Inc. 000 X. Xxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, XX 00000 xxxxx@xxxxxxx.xxx Fax: 000-000-0000 With a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition copy to NxStage's General Counsel at the same address If to MDS: President Medisystems Corporation 000 Xxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, XX 00000 x.xxxxxxxxx@xxxxxxxxxxx.xxx Fax: (000) 000-0000 or at any prior or subsequent time. (f) Any notice or to such other communication required or permitted pursuant address as to which either party may properly notify the terms of this Agreement other. All notices, requests and other communications hereunder shall be in writing and shall be deemed to have been duly given when at the time of receipt if delivered by hand, by a nationally recognized overnight delivery service or mailed by United States facsimile transmission or three (3) days after being mailed, registered or certified mail, first class, postage prepaid and registered with return receipt requested, addressed with postage prepaid, to the intended recipient at his address or its facsimile number (as the case may be) listed for each such party or, if any party shall have designated a different address set forth below andor facsimile number by notice to the other parties given as provided above, then to the last address or facsimile number so designated. 17.3 This Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns and shall survive a Change of Control of either party, as defined in Exhibit I. This Agreement shall be assignable by either party with the written consent of the other; provided, however, that either party may assign this Agreement to any entity controlled by or under common control with such party and in such event the assigning party shall provide the other party with written notice of such assignment. Without limiting the foregoing, this Agreement and the Main Set Commitment of NxStage shall be the obligation and responsibility of any third party that acquires, through sale, license or other transfer, NxStage Intellectual Property sufficient to make, use or sell any NxStage Main Set (a "NxStage IP Control Change") and NxStage agrees that as a condition of any such NxStage IP Control Change such third party shall execute an instrument, in form and substance reasonably satisfactory for MDS, confirming such obligation and responsibility. Following such Change of Control and/or NxStage IP Control Change, such Main Set Commitment shall only apply to NxStage Main Sets incorporating NxStage Intellectual Property and shall not apply to other Main Sets then made, or subsequently made, by such successor, assignee or new owner of such sufficient NxStage Intellectual Property. Should any Change of Control of MDS be to a successor, purchaser or under common control of an entity that manufactures, or sells products and provides in-center dialysis within the Territory (for example at present, Fresenius Medical Care North America, Inc.), then if such successor or purchaser fails to completely deliver any Delivery Order within [**] of the end of the relevant Delivery Period, except due to an event of force majeure, then such successor or purchaser shall pay to NxStage damages equal to [**]% of the then relevant Baseline Prices or Accepted Revised Prices (whichever the case may be) times the current Net Requirements times the number of Monthly Periods remaining in the Term of the Agreement. 17.4 This Agreement is deemed to have been entered into in the State of Washington and its interpretation, construction, and the remedies for its enforcement or breach are to be applied pursuant to and in accordance with the laws of the State of Washington. 17.5 In the event that a notice court of competent jurisdiction holds that particular provisions or other communication requirements of this Agreement are in violation of any law, such provisions or requirements shall be enforced and shall remain in full force and effect to the Companyextent they are not in violation of any such law or are not otherwise unenforceable, directed to the attention and all other provisions and requirements of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable remain in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed full force and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and sucheffect.

Other Provisions. 9.1 This Agreemenx xxxxx xxxxx xx xxe benefit of and be binding upon (ai) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONthe Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives. (b) Except as otherwise indicated, 9.2 All notices and statements with respect to this Agreement shall be made or delivered as set forth in the Employment Agreement. 9.3 If the Executive Resigns for Good Reason because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is not assignable without the written authorization entitled under this Agreement or (ii) any other breach of both parties; provided that this Agreement by Company, then the Company shall cause this Agreement to be assumed by any entity pay all amounts and damages to which the Company transfers substantially Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all of its stock or assets or reasonable legal fees and expenses and other costs incurred by the Executive to any entity which is a successor to enforce the Company by reorganization, incorporation, merger or similar business combinationExecutive's rights hereunder. (c) Except 9.4 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 expressly set forth in this Agreement. 9.5 Any modification of this Agreement shall survive must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void. 9.6 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the termination invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction. 9.7 This Agreement will be governed and interpreted under the laws of the United States of America and of the State of Texas law as applied to contracts made and carried out in entirely Texas by residents of that State. 9.8 No failure on the part of any party to enforce any provisions of this Agreement will act as a waiver of the right to enforce that provision. 9.9 Termination of the Employment, with or without Cause, will not affect the continued enforceability of this Agreement. (d) All payments to you under 9.10 Section headings are for convenience only and shall not define or limit the provisions of this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b)Agreement. (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. 9.11 This Agreement may be amended only by written amendment duly executed by both parties in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or their legal representatives and authorized by action any counterpart hereof to produce or account for any of the Boardother counterparts. Except as otherwise specifically provided in A copy of this Agreement, no waiver Agreement manually signed by either one party hereto of any breach by and transmitted to the other party hereto of any condition by FAX or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and image form via email shall be deemed to have been duly given when executed and delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case signing party as though an original. A photocopy of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed effective as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchan original for all purposes.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION4.1 Amit’s rights pursuant to Section 2 and Section 3 herein are alternative and not cumulative. 4.2 Except to relatives of the first degree and his legal heirs (b) Except as otherwise indicatedthe “Assignees”), this Agreement is the rights of Amit hereunder shall not assignable without be transferable or assignable. 4.3 If, prior to an Exit Event or the written authorization consummation of both parties; provided that an IPO, Amit shall dispose any of his holdings in the Company shall cause this Agreement absent the approval of Vitalife and IHCV, as long as they hold shares of the Company (such approval not to be assumed by any entity to which the Company transfers substantially all of its stock unreasonably withheld), or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, in contradiction with the provisions of Paragraphs 4the Articles of Association then in effect, 5 then as of such time, Amit or his Assignees shall lose their right to receive any payments under sub-section 2.1(b) above, or rights to receive Additional Options or Shares under Section 3.1 above, as applicable. 4.4 This Third Amended and 6 Restated Agreement constitutes the full and entire agreement and understanding of the Parties with respect to the subject matter hereof, terminates and replaces in its entirety, as of the date hereof, the Shareholders Agreement, and any other understandings in connection with the subject matter hereof. Each of the Parties hereby waives and relinquishes any and all rights or claims under the Shareholders Agreement. The Company agrees that prior to any future amendment in or to the Articles of Association, Amit shall have the right to consult with his legal advisors. Any such amendment, to which Amit had consented, shall be binding upon and amend the terms of this Agreement shall survive the termination of this Third Amended and Restated Agreement. (d) All payments to you under 4.5 The terms of this Agreement will be subject to the withholding of all applicable employment taxes Third Amended and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Restated Agreement may be amended or terminated only by written amendment duly executed by both parties or their legal representatives the mutual consent/agreement of Amit, the Company and authorized by action the Parties then holding the majority of the Board. Except outstanding share capital of the Company as otherwise specifically provided required and entitled to amend the Articles of Association of the Company. 4.6 This Third Amended and Restated Agreement may be executed in this Agreementany number of counterparts, no waiver by either party hereto each of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party which shall be deemed a waiver an original and enforceable against the parties actually executing such counterpart, and all of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at which together shall constitute one and the same or at any prior or subsequent timeinstrument. (f) Any notice or other communication required or permitted pursuant 4.7 This Third Amended and Restated Agreement shall be governed by and construed according to the terms laws of the State of Israel without regard to the conflict of laws provisions thereof. Any dispute arising under or in relation to this Agreement shall be resolved in writing the competent courts of Haifa only, and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed each of the parties hereby submits irrevocably to the intended recipient at his or its address set forth below and, in the case exclusive jurisdiction of a notice or other communication such courts. [Signature Page to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President Amended and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Restated Shareholders Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such]

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided 24.1 The Parties agree that the Company Consultant is an independent party in relation to Coor. Therefore, no employment relationship shall cause this Agreement to be assumed by any entity to which arise between the Company transfers substantially all of its stock or assets or to any entity which is Consultant and Coor as a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 result of this Agreement Agreement. The Consultant is responsible for ensuring that no liability or costs associated with employees, such as preliminary tax or social security contributions, arise for Coor in any respect. The Consultant shall survive indemnify Coor in the event that Coor is held liable for such obligations, whether during or after the termination of this Agreement. (d) All payments to you under 24.2 A condition for the validity of this Agreement will be subject is that the Consultant holds a valid tax registration certificate ("F- skattebevis") throughout the entire term of the Agreement, and the Consultant must provide this before the commencement of the Assignment. 24.3 The Consultant is not authorized to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions represent Coor or enter into any agreements or commitments on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you Coor in accordance with Paragraph 3(b)any manner. (e) This 24.4 Neither Party may assign the Agreement supersedes all previous employment agreementsor any part thereof to a third party without the other Party's written consent, written or oral, between the Company and you. This Agreement except that Coor may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in assign this Agreement, no waiver by either party hereto a Sub-Agreement, or parts thereof to another company within the Coor Group. 24.5 The Consultant shall immediately notify Coor in writing of any breach by planned or completed changes in ownership or control (whether directly and indirectly) of the Consultant or any of its subsidiaries. In the event of such a change, Xxxx has the right to immediately terminate the Agreement, all other party hereto of agreements with the Consultant and all outstanding orders in writing. 24.6 The Consultant certifies that it is not included on any condition applicable sanctions or provision embargo lists and will comply with all applicable laws and regulations relating to international trade, including but not limited to those relating to sanctions, embargoes and export controls. Any violation of this Agreement provision may result in immediate termination of outstanding orders or agreements, without liability to be performed by such other party Coor. The Consultant shall be deemed a waiver indemnify Coor from any claims arising out of a subsequent the Consultant's breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent timethis provision. (f) Any notice or other communication required or permitted pursuant to the terms 24.7 The agreement is governed in all respects by Swedish law. 24.8 Disputes arising out of this Agreement shall be finally resolved by arbitration in the Arbitration Institute of the Stockholm Chamber of Commerce ("SCC"). The rules for expedited arbitration shall apply if the disputed value is less than SEK 1,000,000; If the disputed value amounts to SEK 1,000,000 or more, arbitration rules shall apply. If the disputed value is more than SEK 1,000,000 but less than SEK 10,000,000, the arbitral tribunal shall consist of one arbitrator. If the disputed value is SEK 10,000,000 or more, the arbitral tribunal shall consist of three arbitrators. The disputed value includes the plaintiff's claim in the notice of claim and the counterclaim made in the response to the notice of claim. The arbitration shall be held in Stockholm in Swedish. Both the arbitration and the award shall be confidential. 24.9 Amendments and additions to this Agreement shall, in order to be binding, be in writing and shall be deemed duly signed by the Parties. 24.10 This Agreement constitutes the Parties' complete settlement of all matters to have been duly given when delivered which the Agreement relates. All written or mailed oral commitments and representations prior to this Agreement are superseded by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention contents of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchunless otherwise specified.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; , provided that the Company shall cause may assign this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All Except as otherwise provided in Paragraph 7 hereof, all payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf 11 Mr. Xxxxxxx X. Xxxxxx January 18, 2000 Page 11 of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b)) of this Agreement. (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties hereto or their legal representatives and authorized by action of the BoardBoard of Directors. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: Charxxx X. Xxxxx Xxxxx Xxxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 46 Wxxxxxxx Xxxxx 1000 Xxxxxxxxx, Xxxxx 0000 XxxxxxxxXxxxxxx, XX Xxxxx 00000 XxxxxxxHousxxx, XX 00000 Attn: Chief Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchsuch provisions or part thereof shall be reformed so that it would be valid, legal and enforceable to the maximum extent permitted by law. (h) Neither you nor the Company will make or authorize any public statement disparaging the other in its or his business interests and affairs. Notwithstanding the foregoing, neither party shall be (i) required to make any statement which it or he believes to be false or inaccurate, or (ii) restricted in connection with any litigation, arbitration or similar proceeding or with respect to its response to any legal process. The provisions in this Paragraph 9(h) shall survive the termination of your employment hereunder, irrespective of the reason therefor. (i) The waiver by the Company of breach of any provision of this Agreement by you shall not operate or be construed as a waiver of any subsequent breach by you. The

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BYThis Agreement, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAStogether with Attachment A and your Confidentiality Agreement, EXCLUDING ANY CONFLICTS OF LAWforms the complete and exclusive statement of your employment agreement with the Company. It supersedes any other agreements or promises made to you by anyone, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicatedwhether oral or written, this Agreement is not assignable without including the written authorization of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor Prior Agreement. Changes in your employment terms, other than those changes expressly reserved to the Company by reorganization, incorporation, merger Company’s or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided ’s discretion in this Agreement, no waiver by either party hereto of any breach require a written modification approved by the other party hereto Company and signed by a duly authorized officer of the Company. This Agreement will bind the heirs, personal representatives, successors and assigns of you and the Company, and inure to the benefit of you and the Company, their heirs, successors and assigns. If any condition or provision of this Agreement is determined to be performed by such invalid or unenforceable, in whole or in part, this determination shall not affect any other party provision of this Agreement and the provision in question shall be deemed modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. This Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to conflicts of law principles. Any ambiguity in this Agreement shall not be construed against any party as the drafter. Any waiver of a subsequent breach of such condition this Agreement, or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement rights hereunder, shall be in writing and shall not be deemed to have been duly given when delivered be a waiver of any successive breach or mailed by United States mailrights hereunder. This Agreement may be executed in counterparts which shall be deemed to be part of one original, first classand facsimile and electronic image copies of signatures shall be equivalent to original signatures. To indicate your acceptance of the Agreement, postage prepaid please sign and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, date this Agreement in the case of a notice or other communication to the Companyspace provided below. Sincerely, directed to the attention /s/ Xxxx X. X’Xxxxxxxx Xxxx X. X’Xxxxxxxx On behalf of the Board of Directors with a copy to the Secretary of the CompanyACCEPTED AND AGREED: /s/ Xxxxxx Xxxxxxxx Date March 27, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such2018 Signature

Other Provisions. The Agreement will contain usual and customary representations, warranties, covenants and other agreements on behalf of GCX. In addition, AMCE's obligation to consummate the Proposed Transaction will be subject to satisfaction or waiver by AMCE of usual and customary conditions (in any event, not to include due diligence) prior to the Effective Date, including: (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION.Confirmation of the Plan by the Court (which condition may not be waived by AMCE); (b) Except as otherwise indicatedThe confirmed Plan and the confirmation order therefor shall be satisfactory to AMCE in form and substance, this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which Plan includes terms that are substantially the Company transfers substantially all of its stock or assets or to any entity which is a successor to same as the Company by reorganization, incorporation, merger or similar business combination.terms set forth in the Term Sheet; (c) Except No material adverse change in the GCX Business and Assets between August 1, 2001 and the Effective Date, except for such changes that (i) are in the ordinary course of the operation of the GCX Business and Assets (taking into account the seasonality of GCX's business and the Chapter 11 reorganization), (ii) are contemplated by the Plan, or (iii) occur as otherwise provided hereina result of the September 11, the provisions of Paragraphs 42001 terrorist attacks, 5 and 6 of this Agreement shall survive the termination of this Agreement.general economic conditions in South America or currency fluctuations with respect to South American countries; (d) All payments The Transaction Documents and other definitive documentation shall be in form and substance reasonably satisfactory to you under this Agreement will AMCE; (e) Each material executory contract and unexpired lease (which includes all theatre leases) of any GCX Debtor not previously assumed, rejected or deemed to have been rejected shall have been assumed, rejected or assumed and assigned to a GCX or AMCE subsidiary designated by AMCE, as determined by AMCE in its sole discretion, except (i) as otherwise provided in the Term Sheet or (ii) if the counterparty to such a contract or lease objects to any such assignment and the Court does not approve such assignment. Each such executory contract and unexpired lease shall have been assumed, rejected or assumed and assigned, as the case may be, as designated by AMCE, by a final Court order satisfactory to AMCE, which may be subject to the withholding Court order confirming the Plan; (f) Satisfaction of all applicable employment taxes and income taxesthe JV Loan Purchase Condition described in the Term Sheet; provided, however, that at your request the parties hereto will use reasonable efforts JV Loan Purchase Condition shall be deemed to explore alternatives be waived (unless otherwise agreed by GCX and AMCE) if the SA Lenders (as defined in the Term Sheet) have not entered into a binding agreement satisfactory to allow the Company to make charitable contributions on behalf AMCE regarding satisfaction of the employee JV Loan Purchase Condition at least one day prior to the Court hearing for the LOI Order (as defined below), and AMCE has not terminated its obligations under this Letter as a result of the absence of such agreement; (g) Each of the lease amendments referenced in the table below shall have become effective: PROPERTY STATUS OF AMENDMENT Irving Mall, Irving, Texas (Unit 984) Fully executed, but not effective until Tenant assumes the Lease; but if the Lease is not assumed on or before December 31, 2001, the Amendment is null and void. Xxxxxx Creek, Austin, Texas (Unit 982) Fully executed, but not effective until Tenant assumes the Lease; but if the Lease is not assumed on or before December 31, 2001, the Amendment is null and void. Xxxxxxxx Xxxxx, Philadelphia, Pennsylvania (Unit 965) Amendment is fully executed but not effective until Tenant assumes Lease in bankruptcy. (h) The GCX Business and Assets at the Effective Date shall be substantially the same as the GC Business and Assets reflected in GCX's consolidated financial statements at July 31, 2001 (taking into account the seasonality of GCX's business and the Chapter 11 reorganization), and GCX shall have operated the GCX Business and Assets in the ordinary course (taking into account the seasonality of GCX's business and the Chapter 11 reorganization) and paid ongoing ordinary course liabilities (including estimated taxes and assessments) consistent with past practices and GCX's Debtor in Possession Financing Budget and Cash Flow Projection dated November 5, 2001, except for any agreed- upon changes contemplated by redirecting a portion of your annual bonuses to charitable organization(s) chosen the Transaction Documents or that are authorized by you AMCE in accordance with Paragraph 3(bthat certain Interim Operating Agreement entered into by AMCE and GCX as of this date (the "IOA"). (ei) This Agreement supersedes Obtaining all previous employment agreementsnecessary material consents or approvals of governmental bodies, written lenders, lessors or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party third parties; (j) There shall be deemed no pending or threatened litigation challenging or seeking to modify the Plan or any provision thereof, or that is likely in AMCE's reasonable judgment to have a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at material adverse effect upon the same or at any prior or subsequent time.GC Business and Assets; (fk) Any notice or other communication required or permitted pursuant to GCX's representations and warranties in the terms of this Agreement shall be true in writing all material respects; and (l) Issuance of the New GCX Stock, filing of an Amended and shall be deemed to have been duly given when delivered or mailed Restated Certificate of Incorporation for Reorganized GCX, adoption of Amended and Restated Bylaws of GCX, consummation of the restructuring contemplated by United States mailSection 1(c) above, first class, postage prepaid delivery of certified copies of the Confirmation Order and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, docket in the case of Chapter 11 Cases demonstrating that the Confirmation Order has become a notice or other communication to the Companyfinal, directed to the attention non-appealable order of the Board of Directors with a copy to the Secretary of the Company, or to Court and such other address documents of conveyance, closing certificates and other documentation as the intended recipient AMCE may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchreasonably request.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY13.01 Supplier warrants that the Supplier Employee assigned pursuant to a Schedule is free, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASas of the date of the Schedule, EXCLUDING ANY CONFLICTS OF LAWand will be free as of the date of commencement of the Services to be provided hereunder, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONof any contractual obligation that would prevent the Supplier Employee from entering this Agreement or otherwise prevent the Supplier Employee from providing the Services contracted for herein. (b) Except as otherwise indicated, 13.02 It is understood and agreed that Supplier Employee is retained by Aetna only for the purpose of and to the extend set forth in the Schedule subject to this Agreement is not assignable without the written authorization and that his/her relation to Aetna and/or Aetna's affiliates shall be only that of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combinationan independent contractor. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of 13.03 Nothing in this Agreement shall survive make either party the termination agent or employee of this Agreementthe other for any purpose whatsoever. (d) All payments to you under this Agreement will be subject to 13.04 Neither party shall use the withholding of all applicable employment taxes and income taxes; providedname, howevertrade name, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf servicemarks, trademarks, trade dress, or logo of the employee by redirecting a portion other in publicity releases, advertising, or similar activities without the prior written consent of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b)the other. (e13.05 Supplier agrees that its Supplier Employee(s) This Agreement supersedes will at all previous employment agreements, written or oral, between times comply with the Company security and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives safety regulations in effect upon Aetna's premises and authorized by action maintain security of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement materials belonging to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent timeAetna. (f) 13.06 Any notice or other communication required or permitted pursuant to the terms of under this Agreement shall be in writing except where otherwise expressly stated in this Agreement and shall be deemed to have been duly given effective when delivered in person or mailed sent by registered or certified United States mail, first class, postage prepaid and registered with ; return receipt requested, proper postage prepaid, and properly addressed to the intended recipient other party at his the address given above or its a more recent address set forth below and, in of which the case of a notice or other communication sending party has received written notice. All notices to the Company, directed Aetna shall be sent to the attention of the Board Head of Directors with a copy to Purchasing. 13.07 In the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except event that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respectrespect under any federal or state law, such invalidity or unenforceability shall not affect any other provision but shall then be construed as if such unenforceable provision or provisions have never been contained herein. 13.08 This Agreement shall be governed and interpreted by the laws of the State of Connecticut. 13.09 Headings used in this Agreement are for reference purposes only and shall not be deemed a part of a provision of this Agreement. 13.10 If a controversy should arise out of this Agreement or the claimed breach thereof, but the individuals executing this Agreement on behalf of each party, or their respective successors, will attempt to resolve the matter. In the event that the parties are unable to resolve the dispute through informal discussion, they will participate in mediation in accordance with the Center for Public Resources Model Procedure for Mediation of Business Disputes. In the event that the dispute is not resolved through mediation, the parties will submit the dispute to arbitration and attempt to agree upon rules and procedures for the arbitration. If the parties are unable to agree upon such rules and procedures, the arbitration will be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Venue shall lie in Hartford, Connecticut. 13.11 This Agreement and the Schedule subject to this Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all previous oral and written proposals, negotiations, representations, commitments, and other communications between the parties. This Agreement may not be released, discharged, changed, or modified except by an instrument in writing signed by duly authorized representatives of both parties. 13.12 Neither party shall be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of service resulting directly or indirectly from acts of God, civil or military authority, acts of the public enemy, war, riots, civil disturbances, insurrections, accidents, fire, explosions, earthquakes, floods, the elements or any other cause beyond the reasonable control of such party. 13.13 Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, and such consent shall not be unreasonably withheld, except however, Aetna may assign its rights and obligations under this Agreement to a parent or subsidiary, or in the event of merger or sale of a business unit or of majority stock ownership without Supplier's consent, provided that the assuming party agrees to assume its obligations under this Agreement and has adequate assets and resources to meet its obligations hereunder. In any event, Aetna shall provide Supplier with prompt written notice of such assignment. Any attempted assignment not in accordance with this Agreement shall be reformed null and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchvoid.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; , provided that the Company shall cause may assign this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All Except as otherwise provided in Paragraph 7 hereof, all payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b)) of this Agreement. (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the BoardBoard of Directors. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: YOU IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such:

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization 18.1 All sales of both parties; provided that the Company shall cause this Agreement MDS Products to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of Gambro under this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision provisions of this Agreement and shall not be subject to the terms and conditions contained in any Delivery Order of Gambro, or confirmation or invoice of MDS except insofar as any such Delivery Order, confirmation or invoice establishes (i) the quantity of Codes ordered for delivery, (ii) the Due Date of such Codes, and (iii) the quantity of Codes to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition delivered at the same or at any prior or subsequent timeeach DDP Location. (f) Any notice or other communication required or permitted pursuant 18.2 This Agreement contains the entire agreement between the Parties relating to the MDS Products and all prior proposals, discussions, and writings by and between the Parties and relating to the subject matter herein are superseded by this Agreement. None of the terms of this Agreement shall be deemed to be waived by either party or amended unless such waiver or amendment is in writing and is signed by the party to be charged with such waiver or amendment, and such writing recites specifically that it is a waiver of, or amendment to, the terms of this Agreement. 18.3 All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, certified mail, return receipt requested facsimile transmission (with confirmation of transmission), or air courier which guarantees overnight delivery: If to Gambro: Gambro Renal Products, Inc. 00000 Xxxxxx Xxxx Xxxxxxx Xxxxxxxx, XX 00000 Attention: Marketing Manager, Bloodlines & Concentrates With a copy to: Chief Legal Counsel If to MDS: President Medisystems Corporation 000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, XX 00000 With a copy to: General Counsel or to such other address as to which either party may properly notify the other. All such notices and communications shall be deemed to have been duly given when given: at the time delivered or mailed by United States hand, if personally delivered; three business days after being deposited in the mail, first classpostage prepaid, postage prepaid if mailed; when receipt is acknowledged, if sent by facsimile transmission; and registered with return receipt requestedon the day delivered, addressed if sent by overnight air courier guaranteeing next day delivery. 18.4 This Agreement shall be binding upon and inure to the intended recipient at his benefit of the Parties, their successors and permitted assigns. This Agreement shall be assignable by either party with the written consent of the other; provided, however, that either party may assign this Agreement to any entity controlled by or its address set forth below and, under common control with such party and in such event the assigning party shall provide the other party with written notice of such assignment. 18.5 This Agreement is deemed to have been entered into in the case State of Delaware and its interpretation, construction, and the remedies for its enforcement or breach are to be applied pursuant to and in accordance with the laws of the State of Delaware. 18.6 In the event that a notice court of competent jurisdiction holds that particular provisions or other communication requirements of this Agreement are in violation of any law, such provisions or requirements shall be enforced and shall remain in full force and effect to the Companyextent they are not in violation of any such law or are not otherwise unenforceable, directed and all other provisions and requirements of this Agreement shall remain in full force and effect. 18.7 This Agreement may be executed in two (2) original counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. One or more counterparts of this Agreement may be delivered by facsimile, with the intention that delivery by such means shall have the same effect as delivery of an original counterpart hereof. 18.8 Failure to the attention insist upon strict compliance with any of the Board of Directors with a copy to the Secretary of the Companyterms, covenants, or conditions hereof will not be deemed a waiver of such term, covenant, or condition, nor will any waiver or relinquishment of, or failure to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewithinsist upon strict compliance with, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. 18.9 The relationship of the provisions or parts Parties under this Agreement is that of a provision independent contractors. Nothing contained in this Agreement shall for any reason be held is intended or is to be invalidconstrued so as to constitute the Parties as partners, illegal joint venturers, or unenforceable in either Party as an agent or employee of the other. Neither Party has any respect, such invalidity express or unenforceability shall not affect any other provision or part of a provision of this Agreement, but implied right under this Agreement to assume or create any obligation on behalf of or in the name of the other, or to bind the other Party to any contract, agreement or undertaking with any third party, and no conduct of the Parties shall be reformed and construed as if deemed to infer such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchright.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY11.1 The Venture shall be solely responsible for the organization, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASoperation, EXCLUDING ANY CONFLICTS OF LAWmarketing and management of its business, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONand shall be responsible for the development of its own ongoing method of business operation, including but not limited to the following: selection and establishment of business sites; sales techniques; marketing plan/system and advertising practices; employee selection, hiring and training; personnel policies and practices; hours of operation; and all other such ongoing concerns in the course of the Venture’s routine business operation and management. The Venture agrees to obtain and maintain insurance to protect its business in such amounts and terms as are customary for businesses in the industry of the Venture. (b) Except as otherwise indicated11.2 This Agreement and all other agreements, exhibits, and schedules referred to in this Agreement is not assignable without constitute(s) the written authorization final, complete, and exclusive statement of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which terms of the Company transfers substantially all of its stock or assets or to any entity which is a successor agreement between the parties pertaining to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 subject matter of this Agreement shall survive and supersede all prior and contemporaneous understandings or agreements of the termination parties. This Agreement may not be contradicted by evidence of any prior or contemporaneous statements or agreements. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation, understanding, agreement, commitment or warranty outside those expressly set forth in this Agreement. 11.3 This agreement is binding upon the heirs, court appointed representatives, assigns, and successors of the parties. 11.4 This agreement shall be governed by the laws of the state of Nevada. 11.5 Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) by facsimile or e-mail, or (d) All payments by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows: If to you under HawkEye Systems, Inc.: Attention: Cxxxx Xxxxxxxx E-mail: cxxxxxxxxxxxx@xxx.xxx Copy to: Cxxxxx Law Group, P.C. 6000 Xxxx Xxxx Xxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Attn: M. Rxxxxxx Xxxxxx Email: rxxxxxx@xxxxxxxxx.xxx If to Eagle Equities LLC: 300 Xxxxxxx Xxx Xxx Xxxxx, XX 00000 Attention: Yxxxx Xxxxxxxxxx E-Mail: If to Gxxxxxx Xxxxx: Gxxxxxx Xxxxx E-Mail: gxxxxx@xxxxx.xxx or to such other address as either party may from time to time specify in writing to the other party. Any notice shall be effective only upon delivery, which for any notice given by facsimile shall mean notice which has been received by the party to whom it is sent as evidenced by confirmation slip. 11.6 If any term or provision of this Agreement will is determined to be subject illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this section, then this stricken provision shall be replaced, to the withholding extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible. 11.7 Time is of the essence in respect to all applicable employment taxes and income taxesprovisions of this Agreement that specify a time for performance; provided, however, that at your request the parties hereto will use reasonable efforts foregoing shall not be construed to explore alternatives to allow the Company to make charitable contributions on behalf limit or deprive a party of the employee by redirecting a portion benefits of your annual bonuses to charitable organization(s) chosen by you any grace or use period allowed in accordance with Paragraph 3(b)this Agreement. (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company 11.8 The parties shall at their own cost and you. This Agreement expense execute and deliver such further documents and instruments and shall take such other actions as may be amended only by written amendment duly executed by both parties reasonably required or their legal representatives appropriate to evidence or carry out the intent and authorized by purposes of this Agreement. 11.9 No party shall be liable for any failure to perform its obligations in connection with any action of the Board. Except as otherwise specifically provided described in this Agreement, no waiver if such failure results from any act of God, riot, war, civil unrest, flood, earthquake, or other cause beyond such party’s reasonable control (including any mechanical, electronic, or communications failure, but excluding failure caused by either party hereto of any breach by the other party hereto of any a party’s financial condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent timenegligence). (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BYThis Agreement will be governed by, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASconstrued and enforced in accordance with the laws of the State of Texas, EXCLUDING ANY CONFLICTS OF LAWexcluding any conflicts of law, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONrule or principle that might otherwise refer to the substantive law of another jurisdiction. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause may assign this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided . In the event of any such transfer or assignment by the Company, the rights and privileges of the Board hereunder shall be vested in the Board of Directors or other governing body of the transferee or successor entity, and the protection afforded to the Company's affiliates hereunder shall extend to the affiliates of such transferee or successor entity. However, notwithstanding anything to the contrary contained herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject binding upon any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, and the Company will require any such successor by agreement, in form and substance satisfactory to you, to expressly assume and agree to perform this Agreement in the same manner and to the withholding same extent that the Company would be required to perform if no such succession had taken place. In addition to your rights above, if a change in control of all applicable employment taxes and income taxes; providedthe Company occurs as described in Paragraph 2(c) above, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow failure of the Company to make charitable contributions on behalf obtain such agreement prior to the effectiveness of the employee by redirecting any such succession shall be a portion breach of your annual bonuses this Agreement and shall entitle you to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between compensation from the Company in the same amount and youon the same terms as you would be entitled to hereunder if you resigned your employment due to a constructive termination as described in Paragraph 2(c) above, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided As used in this Agreement, no waiver the "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Paragraph 8(b) or which otherwise becomes bound by either party hereto of any breach by all the other party hereto of any condition or provision terms and provisions of this Agreement to be performed by such other party operation of law. This Agreement and all rights of the parties hereto shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant inure to the terms benefit of this Agreement shall and be in writing enforceable by the parties hereto, their assigns, personal or legal representatives, executors, administrators, successors, heirs, distributees, devises and shall be deemed to have been duly given when delivered or mailed by United States maillegatees. Mr. Xxxxxxx Xxxxxx Page 12 April 30, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such1997

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; , provided that the Company shall cause may assign this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All Except as otherwise provided in Paragraph 7 hereof, all payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b)) of this Agreement. (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the BoardBoard of Directors. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a Mr. Xxxx X. Xxxxxx January 11, 2000 Page 11 subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: John X. Xxxxx Xxxxx Xxxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 6540 Rutgers 1000 Xxxxxxxxx, Xxxxx 0000 XxxxxxxxXxxxxxx, XX 00000 XxxxxxxHousxxx, XX 00000 Attn: Chief Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchsuch provisions or part thereof shall be reformed so that it would be valid, legal and enforceable to the maximum extent permitted by law. (h) Neither you nor the Company will make or authorize any public statement disparaging the other in its or his business interests and affairs. Notwithstanding the foregoing, neither party shall be (i) required to make any statement which it or he believes to be false or inaccurate, or (ii) restricted in connection with any litigation, arbitration or similar proceeding or with respect to its response to any legal process. The provisions in this Paragraph 8(h) shall survive the termination of your employment hereunder, irrespective of the reason therefor. (i) The waiver by the Company of breach of any provision of this Agreement by you shall not operate or be construed as a waiver of any subsequent breach by you. The waiver by you of a breach of any provision of this Agreement by the Company shall not operate or be construed as a waiver of any subsequent breach by the Company. (j) You shall not be required to mitigate damages (or the amount of any compensation provided under this Agreement to be paid) following your termination of employment, by seeking employment or otherwise.

Other Provisions. (a) 17. At all times while on Dell’s premises and while performing the services under this Agreement, Consultant will observe Dell’s rules, policies, and practices with respect to conduct, health and safety, and protection of persons and property, including but not limited to the Dell Code of Conduct. 18. Consultant agrees that his name, voice, picture, and likeness may be used in Dell’s advertising, training aids and other materials without payment of separate compensation. 19. When this Agreement terminates, Consultant will promptly deliver to a designated Dell representative all originals and copies of all materials, documents and property of Dell which are in Consultant’s possession or control. 20. This Agreement constitutes the entire Agreement between Consultant and Dell concerning the topics covered herein. This document replaces completely any earlier or contemporaneous communication or agreement with Dell about these topics, except to the extent any prior agreements are incorporated herein as a part of this Agreement such as the Noncompete Agreement Consultant previously executed. This Agreement may be changed only by a written document signed by Consultant and Dell’s Chairman and Chief Executive Officer. With the exception of the terms of paragraph 6, if any provision of this Agreement is held by a court of law to be illegal, invalid, or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby. If any portion of paragraph 6 is held to be invalid or unenforceable in any way, to any extent, or for any reason, then the entirety of paragraph 6 shall be struck and invalidated, with the effect being that Consultant shall not be entitled under any circumstances to the payment described in paragraph 6. Likewise, if any portion of the Noncompete Agreement is held to be unenforceable in any way, to any extent, or for any reason, then the entirety of paragraph 6 shall be struck and invalidated, with the effect being that Consultant shall not be entitled under any circumstances to the payment described in paragraph 6. 21. THIS AGREEMENT WILL SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH ALL RESPECTS BY THE INTERNAL LAWS OF THE STATE OF TEXAS, EXCLUDING AND THE VENUE FOR THE RESOLUTION OF ANY CONFLICTS DISPUTES (LOCATION OF LAWANY LAWSUIT) SHALL BE SOLELY IN THE STATE AND FEDERAL COURTS OF XXXXXXXXXX COUNTY, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONTEXAS. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such

Other Provisions. 9.1 This Agreement shall inure to the benefit of and be binding upon (ai) THIS AGREEMENT WILL BE GOVERNED BYthe Company and its successors and assigns and (ii) the Executive and the Executive’s heirs and legal representatives, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided except that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 Executive’s duties and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you responsibilities under this Agreement are of a personal nature and will not be subject to assignable or delegable in whole or in part without the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b)Company’s prior written consent. (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company 9.2 All notices and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of statements with respect to this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall must be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with certified mail return receipt requested, ; hand delivery with written acknowledgment of receipt; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the intended recipient Company’s chief executive officer or chief financial or accounting officer at his the Company’s then-current headquarters offices. Notices to the Executive may be delivered to the Executive in person or to the Executive’s then-current home address as indicated on the Executive’s pay stubs or, if no address is so indicated, as set forth in the Company’s payroll records. A party may change its address set forth below and, for notice by the giving of notice thereof in the case manner hereinabove provided. 9.3 If the Executive Resigns for Good Reason because of (i) the Company’s failure to pay the Executive on a notice timely basis the amounts to which she is entitled under this Agreement or (ii) any other communication to breach of this Agreement by the Company, directed then the Company shall pay all amounts and damages to which the attention Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all reasonable legal fees and expenses and other costs incurred by the Executive to enforce the Executive’s rights hereunder and the Executive will be relieved of all obligations under Section 6 (noncompetition). 9.4 This Agreement sets forth the entire present agreement of the Board of Directors with a copy to parties concerning the Secretary of subjects covered herein between the CompanyCompany and the Executive. There are no promises, understandings, representations, or to such other address warranties of any kind concerning those subjects except as the intended recipient may have theretofore furnished to the sender expressly set forth herein or therein. 9.5 Any modification of this Agreement must be in writing and signed upon the express consent of all parties. Any attempt to modify this Agreement, orally or in accordance herewithwriting, except that until any notice of change of address is received, notices shall not executed by all parties will be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officervoid. (g) 9.6 If any one provision of this Agreement, or more of the provisions its application to anyone or parts of a provision contained in this Agreement shall for under any reason be held circumstances, is adjudicated to be invalid, illegal invalid or unenforceable in any respectjurisdiction, such invalidity or unenforceability shall will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction. 9.7 This Agreement will be governed and interpreted under the laws of the State of North Carolina. 9.8 No failure on the part of any party to enforce any provisions of this Agreement will act as a provision waiver of the right to enforce that provision. 9.9 Termination of the Employment, with or without Cause, will not affect the continued enforceability of this Agreement. 9.10 Section headings are for convenience only and shall not define or limit the provisions of this Agreement. 9.11 This Agreement may be executed in several counterparts, but each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. A copy of this Agreement manually signed by one party and transmitted to the other party by FAX or in image form via email shall be deemed to have been executed and delivered by the signing party as though an original. A photocopy of this Agreement shall be reformed and construed effective as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchan original for all purposes.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY20.1 This Agreement, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAStogether with the Principles and the Governance Rules, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement and any other documents which by their terms are expressed to be assumed by any entity supplemental to which it, even if not made between all parties to this Agreement, constitutes the Company transfers substantially all of its stock or assets or to any entity which is a successor to entire agreement between the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, parties regarding the provisions of Paragraphs 4, 5 and 6 subject matter of this Agreement and supersedes all earlier agreements of any kind regarding the same, all of which (except in the case of fraud) are hereby terminated and shall survive cease to have effect in all respects, and the termination of parties confirm that there are no collateral or supplemental agreements relating to this Agreement other than those (if any) executed contemporaneously with this Agreement. (d) All payments 20.2 Each party acknowledges that it does not rely on, and it has not been induced to you under enter into this Agreement will be subject to the withholding by, any warranty, representation, statement, agreement or undertaking of all applicable employment taxes and income taxes; providedany nature whatsoever, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except other than as otherwise specifically provided are expressly set out in this Agreement, no waiver by either . Each party hereto irrevocably and unconditionally waives any right it may have to damages or rescission or any other remedy in respect of any breach misrepresentation, warranty or undertaking, including by way of a claim or defence based on estoppel by convention, representation or otherwise, not contained in this Agreement or any collateral or supplemental agreement unless such misrepresentation, warranty or undertaking was made fraudulently. 20.3 Subject always to Clause 20.4, in its sole and absolute discretion, any party may waive (in whole or in part) any provision of, or any of its rights under, this Agreement, and may do so unconditionally or subject to any terms which it thinks fit. Unless specifically provided otherwise, the other party hereto rights and remedies of any condition person under or provision of pursuant to this Agreement are cumulative, may be exercised as often as such person considers appropriate and are in addition to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at its rights and remedies under the same or at any prior or subsequent timegeneral law. (f) 20.4 Any notice variation or other communication required or permitted pursuant to the terms waiver of this Agreement shall be void for all purposes unless: (a) subject as provided below in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below andthis Clause 20.4, in the case of a notice variation it is agreed to in writing or other communication to otherwise approved by the Companyrelevant number of Signatories as set out in Clause 5.2(b) and (as applicable); or (b) In the case of a waiver, directed to the attention it is set out in writing signed by or on behalf of the Board person granting the waiver. 20.5 Without limiting the generality of Directors with a copy to the Secretary of the CompanyClause 20.3, no party shall lose, or to such other address be precluded (permanently or temporarily) from exercising, any right or remedy which is conferred on it by this Agreement or any right or remedy which it has in connection with this Agreement under the general law as the intended recipient may have theretofore furnished to the sender a result of any delay, acquiescence or lack of diligence on its part in writing in accordance herewith, except seeking relief or by any act or course of conduct by it which would otherwise imply that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer it was affirming this Agreement (gor a related agreement) If any after a breach by one or more of the provisions other parties, nor shall any single or parts partial exercise of a any right or remedy preclude the exercise of any other right or remedy. 20.6 If any term or provision contained in of this Agreement shall for any reason be held to be is, or becomes, invalid, illegal unenforceable or unenforceable illegal, in whole or in part, under the laws of any respectjurisdiction, such invalidity term or unenforceability shall not affect any other provision or part of a provision shall to that extent be deemed not to form part of this Agreement, but the validity, enforceability or legality of the remaining provisions of this Agreement shall not be reformed impaired. 20.7 This Agreement shall have effect as a deed from the date of this Agreement. 20.8 This Agreement may be entered into in any number of counterparts and construed as if such invalid by the parties to it on separate counterparts, each of which when so executed and delivered shall be an original but shall not be effective until each party has executed at least one counterpart, but all the counterparts shall together constitute one and the same instrument. 20.9 Nothing in this Agreement shall create a partnership between the parties hereto or illegal any of them. 20.10 If any of the provisions of this Agreement are inconsistent with or unenforceable provision in conflict with any of the provisions of the Governance Rules then the Signatories shall procure that the Governance Rules are amended to conform to the provisions of this Agreement, and the Signatories shall not, to the extent permitted by law, exercise any rights conferred on them by the Governance Rules which are or part may be inconsistent or in conflict with this Agreement. 20.11 This Agreement is made for the benefit of a provision had never been contained herein the parties hereto and suchtheir successors and permitted assigns only and is not intended to benefit, and no term thereof shall be enforceable by, any other person by virtue of the Contracts (Rights of Third Parties) Act 1999.

Other Provisions. 5.1 Unless you direct otherwise, in response to any reference inquiries MapInfo will only release dates of employment and positions held, and such references are to be directed to MapInfo's President and Chief Executive Officer (aXxxx Xxxxxxx) THIS AGREEMENT WILL BE GOVERNED BYor MapInfo's Chairman of the Board (Xxxx Xxxxxxxx). If you do request in writing that we provide a written reference or recommendation beyond the information mentioned above, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONbe advised that it is MapInfo's policy that this would need to be approved by the MapInfo's President and Chief Executive Officer prior to being released to anyone. (b) Except as otherwise indicated5.2 Due to circumstances unique to your separation of employment and your relationship with management, this you agree not to seek employment with MapInfo at any time in the future unless MapInfo and you mutually agree that it would be mutually beneficial. 5.3 This Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor binding upon and inure to the Company by reorganizationbenefit of MapInfo (including its directors, incorporationofficers and employees) and you as applicable, merger or similar business combinationits and your heirs, executors, assigns and administrators. (c) Except 5.4 This Agreement shall be governed by and construed in accordance with the laws of the State of New York. It is hereby agreed that except for disputes referred to arbitration as otherwise provided hereinstated in Section 4 above, the Supreme Court Rensselaer or Albany Country, or Federal District Court Northern District of New York, shall be the proper and sole jurisdictions for resolution of any disagreements regarding any of the terms and conditions contained herein. 5.5 The waiver of either party of a breach of any provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive not operate as or be construed as a waiver of any subsequent breach. 5.6 This document contains the entire agreement by MapInfo and you regarding your termination of employment, and constitutes the sole and complete understanding and obligations of MapInfo to you. This Agreement further replaces any and all previously executed employment agreements between you and MapInfo, such agreements will become null and void on the effective date of this Agreement. (d) All payments 5.7 Any notices to be provided to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to your residential address on file with MapInfo. You agree to notify MapInfo in writing in the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchevent your residential address changes.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause may assign this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (fe) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxx Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx NGC Corporation 4803 Big Falls 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer00000-0000 (gf) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchsuch provisions or part thereof shall be reformed so that it would be valid, legal and enforceable to the maximum extent permitted by law. (g) You shall not be required to mitigate damages (or the amount of any compensation provided under this Agreement to be paid) following your termination of employment, by seeking employment or otherwise. If the foregoing reflects your understanding of the terms of your employment with the Company, please execute each copy of this letter in the space provided below. NGC CORPORATION

Other Provisions. 8.1 This Agreement shall inure to the benefit of and be binding upon (ai) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONthe Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives. (b) Except as otherwise indicated, 8.2 All notices and statements with respect to this Agreement shall be made or delivered as set forth in the Employment Agreement. 8.3 If the Executive Resigns due to a Constructive Termination because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is not assignable without the written authorization entitled under this Agreement or (ii) any other breach of both parties; provided that this Agreement by Company, then the Company shall cause this Agreement to be assumed by any entity pay all amounts and damages to which the Company transfers substantially Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all of its stock or assets or reasonable legal fees and expenses and other costs incurred by the Executive to any entity which is a successor to enforce the Company by reorganization, incorporation, merger or similar business combinationExecutive's rights hereunder. (c) Except 8.4 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 expressly set forth in this Agreement. 8.5 Any modification of this Agreement shall survive must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void. 8.6 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the termination invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction. 8.7 This Agreement will be governed and interpreted under the laws of the United States of America and of the State of Texas law as applied to contracts made and carried out in entirely Texas by residents of that State. 8.8 No failure on the part of any party to enforce any provisions of this Agreement will act as a waiver of the right to enforce that provision. 8.9 Termination of the Employment, with or without Cause, will not affect the continued enforceability of this Agreement. (d) All payments to you under 8.10 Section headings are for convenience only and shall not define or limit the provisions of this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b)Agreement. (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. 8.11 This Agreement may be amended only by written amendment duly executed by both parties in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or their legal representatives and authorized by action any counterpart hereof to produce or account for any of the Boardother counterparts. Except as otherwise specifically provided in A copy of this Agreement, no waiver Agreement manually signed by either one party hereto of any breach by and transmitted to the other party hereto of any condition by FAX or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and image form via email shall be deemed to have been duly given when executed and delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case signing party as though an original. A photocopy of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed effective as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchan original for all purposes.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BYThis Agreement may be scanned and stored electronically, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASor stored on computer tapes and disks, EXCLUDING ANY CONFLICTS OF LAWas may be practicable (the “Imaged Agreement”). The Imaged Agreement if introduced as evidence in printed format, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONin any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the parties hereto to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party hereto shall object to the admissibility of any Imaged Agreement (or photocopies of the transcription of such Imaged Agreement) on the basis that such were not originated or maintained in documentary form under either the hearsay rule or the best evidence rule. However, nothing herein shall be construed as a waiver of any other objection to the admissibility of such evidence. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization P66SF shall in good faith endeavor to promptly notify Customer of both parties; provided that the Company shall cause this Agreement any Product spills or other environmentally polluting discharges. Notice may be sent by email to be assumed by any entity to which the Company transfers substantially all of its stock Customer’s scheduler or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combinationoperational personnel. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no No waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of default under this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mailbe a waiver of any future default, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case whether of a notice like or other communication to a different character. In the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except event that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal invalid or legally unenforceable in any respectrespect under applicable law, such invalidity the validity, legality or unenforceability enforceability of the remaining provisions hereof shall not affect any other provision be affected or part impaired thereby. Each of a provision the provisions of this Agreement, but Agreement is hereby declared to be separate and distinct. [The signature page follows.] The parties hereto have executed this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchthe date hereof. XXXXXXXX 66 XXXXXX FRAC LLC BY: Name: Xxxxxx X. Xxxxxx Title: President XXXXXXXX 66 COMPANY BY: Name: Xxxxxx X. Xxxxxx Title: Executive Vice President, Midstream D- 2 LEASE TABLE OF CONTENTS Page RECITALS 1 ARTICLE I - DEFINITIONS AND INTERPRETATIONS 1 1.1 Definitions 1 1.2 Interpretations. 5 1.3 Entire Agreement 5 1.4 Conflicting Provisions 5 ARTICLE II - PREMISES; EASEMENTS; TERM 5 2.1 Premises 5 2.2 Term 5 2.3 Renewal Terms 6 2.5 Quiet Enjoyment 7

Other Provisions. 9.1 This Agreement shall inure to the benefit of and be binding upon (ai) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONthe Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives. (b) Except as otherwise indicated, 9.2 All notices and statements with respect to this Agreement shall be made or delivered as set forth in the Employment Agreement. 9.3 If the Executive Resigns due to a Constructive Termination because of (i) the Company's failure to pay the Executive on a timely basis the amounts to which he is not assignable without the written authorization entitled under this Agreement or (ii) any other breach of both parties; provided that this Agreement by Company, then the Company shall cause this Agreement to be assumed by any entity pay all amounts and damages to which the Company transfers substantially Executive may be entitled as a result of such failure or breach, including interest thereon at the maximum non-usurious rate and all of its stock or assets or reasonable legal fees and expenses and other costs incurred by the Executive to any entity which is a successor to enforce the Company by reorganization, incorporation, merger or similar business combinationExecutive's rights hereunder. (c) Except 9.4 This Agreement sets forth the entire present agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 expressly set forth in this Agreement. 9.5 Any modification of this Agreement shall survive must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void. 9.6 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the termination invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction. 9.7 This Agreement will be governed and interpreted under the laws of the United States of America and of the State of Texas law as applied to contracts made and carried out in entirely Texas by residents of that State. 9.8 No failure on the part of any party to enforce any provisions of this Agreement will act as a waiver of the right to enforce that provision. 9.9 Termination of the Employment, with or without Cause, will not affect the continued enforceability of this Agreement. (d) All payments to you under 9.10 Section headings are for convenience only and shall not define or limit the provisions of this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b)Agreement. (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. 9.11 This Agreement may be amended only by written amendment duly executed by both parties in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or their legal representatives and authorized by action any counterpart hereof to produce or account for any of the Boardother counterparts. Except as otherwise specifically provided in A copy of this Agreement, no waiver Agreement manually signed by either one party hereto of any breach by and transmitted to the other party hereto of any condition by FAX or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and image form via email shall be deemed to have been duly given when executed and delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case signing party as though an original. A photocopy of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed effective as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchan original for all purposes.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONThe Subordinated Debentures shall be convertible by the Holder as provided in Article Four. (b) Except The Subordinated Debentures shall be redeemable at the option of the Company as otherwise indicatedprovided in Article Five. ARTICLE THREE SUBORDINATED DEBENTURE FORMS Section 301. Form of Face of Subordinated Debenture. [Insert any legends required by Section 204 of the Original Indenture.] [FORM OF FACE OF DEBENTURE] INCO LIMITED 3 1/2% SUBORDINATED CONVERTIBLE DEBENTURES DUE 2052 No.____________ CUSIP No. 453258 AQ 8 Issue Date: [March 7, this Agreement 2003] Stated Maturity: March 14, 2052 Inco Limited, a corporation duly organized and existing under the laws of Canada (herein called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________, or registered assigns, the principal sum of $__________ Dollars on March 14, 2052, and to pay interest thereon from March 7, 2003 or from the most recent Interest Payment Date to which interest has been paid or as duly provided for, semi-annually on March 14 and September 14 in each year, commencing September 14, 2003, and at the Stated Maturity thereof, at the rate of 3 1/2% per annum, computed on a semi-annual bond equivalent basis using a 360-day year composed of twelve 30-day months, until the principal amount hereof is not assignable without the written authorization of both partiespaid or made available for payment; provided that any overdue principal and premium, if any, and any overdue installment of interest shall bear interest at the rate of 3 1/2% per annum (to the extent that the payment of such interest shall be legally enforceable) from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand; and provided, further, that, if (i) the Company has not filed a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), registering this Subordinated Debenture for resale (a "Resale Registration Statement") within 120 days after the Issue Date of this Subordinated Debenture, (ii) the Resale Registration Statement is not declared effective within 210 days after the Issue Date of this Subordinated Debenture, as set forth in the Registration Rights Agreement, (iii) the Company has failed to perform its obligations pursuant to Section 2(d) of the Registration Rights Agreement within the time frames specified therein, or (iv) the Company has suspended the use of the Resale Registration Statement for an aggregate period longer than the period permitted pursuant to the Registration Rights Agreement (each such event referred to in clause (i), (ii), (iii) or (iv), a "Registration Default"), to the extent required pursuant thereto, then Special Interest shall accrue (in addition to the stated interest on the Subordinated Debentures) at an additional annual rate of 0.25% for the first 90 days immediately following the Registration Default, and thereafter at an additional annual rate of 0.50% until the Registration Default is cured by meeting the applicable requirement in clause (i), (ii), (iii) or (iv) as the case may be. Notwithstanding the existence of more than one Registration Default, in no event shall Special Interest accrue at an annual rate in excess of 0.50%. Interest accruing as a result of a Registration Default is referred to herein as "Special Interest". Whenever in this Subordinated Debenture or in the Indenture there is a reference, in any context, to the payment of the principal of, premium, if any, or interest on, or in respect of, any Subordinated Debenture, such mention shall be deemed to include mention of the payment of Special Interest (if applicable) payable as described in the preceding paragraph to the extent that, in such context, Special Interest is, was or would be payable in respect of such Subordinated Debenture and express mention of the payment of Special Interest (if applicable) in any provisions of this Subordinated Debenture shall not be construed as excluding Special Interest in those provisions of this Subordinated Debenture where such express mention is not made. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Subordinated Debenture (or one or more Predecessor Securities) is registered at the Close of Business on the Regular Record Date for such interest, which shall be in each year March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Subordinated Debenture (or one or more Predecessor Securities) is registered at the Close of Business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Subordinated Debentures not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Subordinated Debentures of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. So long as no Event of Default has occurred and is continuing, the Company shall cause have the right, at any time during the term of this Agreement Subordinated Debenture, from time to be assumed by time to defer the payment of interest (other than Special Interest, if any) on this Subordinated Debenture for up to 10 consecutive semi-annual interest payment periods with respect to each deferral period (each an "Extension Period"), during which Extension Periods the Company shall have the right to make partial payments of interest on any entity to Interest Payment Date, and at the end of which the Company transfers substantially shall pay all of its stock or assets or to interest then accrued and unpaid including any entity which is a successor to the Company by reorganizationAdditional Interest, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxesbelow; provided, however, that at your request no Extension Period shall extend beyond the parties hereto will use reasonable efforts to explore alternatives to allow Stated Maturity of the principal of this Subordinated Debenture; and provided, further, that during any such Extension Period, the Company to shall not declare or pay any dividend on, make charitable contributions on behalf any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock or make any guarantee payment with respect thereto (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the employee by redirecting Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (ii) as a portion result of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written an exchange or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties conversion of any class or their legal representatives and authorized by action series of the Board. Except as otherwise specifically provided Company's capital stock for any other class or series of the Company's capital stock, or (iii) the purchase of fractional interests in this Agreement, no waiver by either party hereto shares of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted Company's capital stock pursuant to the terms conversion or exchange provisions of such capital stock or the security being converted or exchanged), and (b) the Company shall not make any payment of interest on, principal of or premium, if any, on, or repay, repurchase or redeem, any debt securities issued by the Company which rank pari passu with or junior to the Subordinated Debentures (including the Securities of any other series); provided, however, the Company may declare and pay a stock dividend where the stock dividend is the same stock as that on which the dividend is being paid. Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed 10 consecutive semi-annual interest payment periods or extend beyond the Stated Maturity of the principal of this Agreement Subordinated Debenture. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and (to the extent permitted by applicable law) any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension shall bear Additional Interest (to the extent that the payment of such interest shall be legally enforceable) at the rate of 3 1/2% per annum, calculated as set forth in writing the first paragraph of this Subordinated Debenture, from the dates on which such amounts would otherwise have been due and payable until paid or made available for payment. If the principal of any Subordinated Debentures shall become due and payable on a day or if any Subordinated Debentures become subject to Redemption on a Redemption Date that would otherwise occur during an Extension Period, such Extension Period will automatically end on the immediately preceding day (which will be the last day of the period). The Company shall give the Holder of this Subordinated Debenture and the Trustee notice of its election to begin any Extension Period at least five Business Days prior to the Regular Record Date on the next succeeding Interest Payment Date on which interest on this Subordinated Debenture would be payable but for such deferral. The Company's written notice of its election to begin an Extension Period shall set forth the first Interest Payment Date in such period and, if known, the date on which payment of interest (and Additional Interest, if any) on the Subordinated Debentures will be resumed, and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to in the intended recipient at his or its address manner set forth below and, in the case of a notice or other communication to the Company, directed to the attention Section 106 of the Board Original Indenture. If such resumption date is not known, the notice must state that the length of Directors with a copy to the Secretary Extension Period will be indefinite. Payment of the principal, Redemption Price or Change in Control Purchase Price of this Subordinated Debenture may be made, at the option of the Company, (i) in cash, (ii) by the issuance of Common Shares at the Average Market Price at the applicable Subordinated Debenture Payment Date, or (iii) in any combination thereof. The Conversion Amount may be satisfied, at the option of the Company, in whole or in part in cash as determined pursuant to Article Four of the First Supplemental Indenture. No fractional Common Shares will be issued for payment with respect to any Subordinated Debentures or upon conversion of any Subordinated Debentures but a payment in cash will be made, as provided in the Indenture, in respect of any fraction of a Common Share which would otherwise be issuable upon the surrender of any Subordinated Debenture for payment or conversion. Any payments in cash on this Subordinated Debenture, including payment of interest (and Additional Interest, if any), will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided that, at the option of the Company, payment of interest (including Special Interest and Additional Interest, if any) may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register, or (ii) by wire transfer in immediately available funds at such place and to such other address account as may be designated by the intended recipient may have theretofore furnished Person entitled thereto as specified in the Securities Register. The indebtedness evidenced by this Subordinated Debenture is, to the sender extent provided in writing the Indenture, subordinate in accordance herewithright of payment to the prior payment in full of all Senior Indebtedness, except that until and this Subordinated Debenture is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Subordinated Debenture, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more acceptance of the subordination provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchin the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. Reference is hereby made to the further provisions of this Subordinated Debenture set forth on the reverse hereof, including provisions relating to certain conversion, purchase and redemption rights and obligations of the Company and the Holder, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Subordinated Debenture shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY12.1 The Venture shall be solely responsible for the organization, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASoperation, EXCLUDING ANY CONFLICTS OF LAWmarketing and management of its business, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONand shall be responsible for the development of its own ongoing method of business operation, including but not limited to the following: selection and establishment of business sites; sales techniques; marketing plan/system and advertising practices; employee selection, hiring and training; personnel policies and practices; hours of operation; and all other such ongoing concerns in the course of the Venture’s routine business operation and management. The Venture agrees to obtain and maintain insurance to protect its business in such amounts and terms as are customary for businesses in the industry of the Venture. (b) Except as otherwise indicated12.2 This Agreement and all other agreements, exhibits, and schedules referred to in this Agreement is not assignable without constitute(s) the written authorization final, complete, and exclusive statement of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which terms of the Company transfers substantially all of its stock or assets or to any entity which is a successor agreement between the parties pertaining to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 subject matter of this Agreement shall survive and supersede all prior and contemporaneous understandings or agreements of the termination parties. This Agreement may not be contradicted by evidence of any prior or contemporaneous statements or agreements. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation, understanding, agreement, commitment or warranty outside those expressly set forth in this Agreement. 12.3 This agreement is binding upon the heirs, court appointed representatives, assigns, and successors of the parties. 12.4 This agreement shall be governed by the laws of the state of Nevada. 12.5 Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) by facsimile or e-mail, or (d) All payments by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows: If to you under HawkEye Systems, Inc.: Attention: Xxxxx Xxxxxxxx E-mail: xxxxxxxxxxxxx@xxx.xxx Copy to: Xxxxxx Law Group, P.C. 0000 Xxxx Xxxx Xxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Attn: M. Xxxxxxx Xxxxxx Email: xxxxxxx@xxxxxxxxx.xxx If to Insight Engineering, LLC: 0000 X. Xxxxxx Xxxx., #000 Xxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx E-Mail: Xxxxx@Xxxxxxx.xxx or to such other address as either party may from time to time specify in writing to the other party. Any notice shall be effective only upon delivery, which for any notice given by facsimile shall mean notice which has been received by the party to whom it is sent as evidenced by confirmation slip. 12.6 If any term or provision of this Agreement will is determined to be subject illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this section, then this stricken provision shall be replaced, to the withholding extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible. 12.7 Time is of the essence in respect to all applicable employment taxes and income taxesprovisions of this Agreement that specify a time for performance; provided, however, that at your request the parties hereto will use reasonable efforts foregoing shall not be construed to explore alternatives to allow the Company to make charitable contributions on behalf limit or deprive a party of the employee by redirecting a portion benefits of your annual bonuses to charitable organization(s) chosen by you any grace or use period allowed in accordance with Paragraph 3(b)this Agreement. (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company 12.8 The parties shall at their own cost and you. This Agreement expense execute and deliver such further documents and instruments and shall take such other actions as may be amended only by written amendment duly executed by both parties reasonably required or their legal representatives appropriate to evidence or carry out the intent and authorized by purposes of this Agreement. 12.9 No party shall be liable for any failure to perform its obligations in connection with any action of the Board. Except as otherwise specifically provided described in this Agreement, no waiver if such failure results from any act of God, riot, war, civil unrest, flood, earthquake, or other cause beyond such party’s reasonable control (including any mechanical, electronic, or communications failure, but excluding failure caused by either party hereto of any breach by the other party hereto of any a party’s financial condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchnegligence). Exhibit 10.1

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement 14.1 It is not assignable without the written authorization of both parties; provided intended that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise payments and benefits provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will comply with the requirements of Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”) or an exemption therefrom. The Agreement shall be subject interpreted, construed, administered, and governed in a manner consistent with such intent. Notwithstanding anything herein to the contrary, (i) if the Award Recipient is a “specified employee” (as defined in Section 409A), shares of Common Stock deliverable or amounts otherwise payable hereunder as a result of the Award Recipient’s termination of employment or service shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code and (ii) each delivery of shares of Common Stock or payment in a series of deliveries or payments hereunder shall be deemed to be a separate payment for purposes of Section 409A. While each Incentive is intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A, in no event whatsoever shall the Company be liable for any additional tax, interest, or penalties that may be imposed on the Award Recipient as a result of Section 409A or any damages for failing to comply with Section 409A (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A). To the extent that any Incentive constitutes “nonqualified deferred compensation” for purposes of all applicable Section 409A, any settlement of the Incentive otherwise scheduled to occur prior to the sixtieth (60th) day following the Award Recipient’s termination of employment taxes hereunder, but for the Release Condition, shall not be made until the sixtieth (60th) day. 14.2 The Plan and income taxes; provided, however, that at your request this Agreement contain the entire agreement between the parties hereto will use reasonable efforts with respect to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and yousubject matter contained herein. This Agreement may not, without the Award Recipient’s consent, be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of modified so as to materially adversely affect the Board. Except as otherwise specifically provided in Award Recipient’s rights under this Agreement, no waiver except (i) as provided in the Plan, as it may be amended from time to time in the manner provided therein, or (ii) by either party hereto a written document signed by each of any breach by the parties hereto. Any oral or written agreements, representations, warranties, written inducements, or other party hereto communications with respect to the subject matter contained herein made prior to the execution of any condition or provision the Agreement shall be void and ineffective for all purposes. 14.3 [Among other things, the Offer Letter contemplated the issuance of an annual long-term incentive award for 2018, the vesting of 40% of which was to be time-based (such portion, the “2018 Time-Based LTI”). Each of CenturyLink and the Award Recipient agree and acknowledge that the RSUs are being granted to the Award Recipient in full satisfaction of the promise to grant the 2018 Time-Based LTI. To the extent this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to changes the terms of the Offer Letter, this Agreement shall be in writing deemed to be an amendment to, and shall be deemed to have been duly given when delivered form a part of, the Offer Letter.] 14.4 Nothing expressed or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained implied in this Agreement is intended or shall for be construed to confer upon or give any person, other than the parties hereto and their successors, assigns, heirs, executors, administrators, or legal representatives, any rights or remedies under, or by reason be held to be invalidof, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such. {N3598882.3} 7

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement 14.1 It is not assignable without the written authorization of both parties; provided intended that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise payments and benefits provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will comply with the requirements of Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”) or an exemption therefrom. The Agreement shall be subject interpreted, construed, administered, and governed in a manner consistent with such intent. Notwithstanding anything herein to the contrary, (i) if the Award Recipient is a “specified employee” (as defined in Section 409A), shares of Common Stock deliverable or amounts otherwise payable hereunder as a result of the Award Recipient’s termination of employment or service shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code and (ii) each delivery of shares of Common Stock or payment in a series of deliveries or payments hereunder shall be deemed to be a separate payment for purposes of Section 409A. While each Incentive is intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A, in no event whatsoever shall the Company be liable for any additional tax, interest, or penalties that may be imposed on the Award Recipient as a result of Section 409A or any damages for failing to comply with Section 409A (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A). To the extent that any Incentive constitutes “nonqualified deferred compensation” for purposes of all applicable Section 409A, any settlement of the Incentive otherwise scheduled to occur prior to the sixtieth (60th) day following the Award Recipient’s termination of employment taxes hereunder, but for the Release Condition, shall not be made until the sixtieth (60th) day. 14.2 The Plan and income taxes; provided, however, that at your request this Agreement contain the entire agreement between the parties hereto will use reasonable efforts with respect to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and yousubject matter contained herein. This Agreement may not, without the Award Recipient’s consent, be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of modified so as to materially adversely affect the Board. Except as otherwise specifically provided in Award Recipient’s rights under this Agreement, no waiver except (i) as provided in the Plan, as it may be amended from time to time in the manner provided therein, or (ii) by either party hereto a written document signed by each of any breach by the other party hereto of any condition parties hereto. Any oral or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice written agreements, representations, warranties, written inducements, or other communication required or permitted pursuant communications with respect to the terms subject matter contained herein made prior to the execution of this the Agreement shall be in writing void and shall be deemed to have been duly given when delivered or mailed by United States mailineffective for all purposes. 14.3 [Among other things, first classthe Offer Letter contemplated the issuance of an annual long-term incentive award for 2018, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case vesting of a notice or other communication to the Company, directed to the attention 60% of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held which was to be invalidperformance-based (such portion, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part the “2018 Performance LTI”). Each of a provision of this Agreement, but this Agreement shall be reformed CenturyLink and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchthe Award Recipient agree and

Other Provisions. 20.1 This Agreement, together with the Charter and the Governance Rules, and any other documents which by their terms are expressed to be supplemental to it, even if not made between all parties to this Agreement, constitutes the entire agreement between the parties regarding the subject matter of this Agreement and supersedes all earlier agreements of any kind regarding the same, all of which (except in the case of fraud) are hereby terminated and shall cease to have effect in all respects, and the parties confirm that there are no collateral or supplemental agreements relating to this Agreement other than those (if any) executed contemporaneously with this Agreement. 20.2 Save in respect of fraud or death or personal injury caused by the Association’s negligence, the Association shall have no liability to any Signatory for: (a) THIS AGREEMENT WILL BE GOVERNED BYany failure to exercise its rights, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION.discretion and powers under the Governance Rules; or (b) Except any acts or omissions of any nature whatsoever. 20.3 The Association’s liability to any Signatory shall never exceed the Annual Fee paid by or on behalf of said Signatory. 20.4 Save in respect of fraud, when acting in his or her capacity as otherwise indicateda member of the Steering Committee or the Working Group, this Agreement is not assignable without the written authorization of both parties; provided that the Company no individual shall cause this Agreement have any personal liability, howsoever arising, to be assumed by any entity to which the Company transfers substantially all of its stock or assets Signatory or to any entity which is a successor third party 20.5 Each party acknowledges that it does not rely on, and it has not been induced to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of enter into this Agreement shall survive the termination by, any warranty, representation, statement, agreement or undertaking of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; providedany nature whatsoever, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except other than as otherwise specifically provided are expressly set out in this Agreement, no waiver by either . Each party hereto irrevocably and unconditionally waives any right it may have to damages or rescission or any other remedy in respect of any breach misrepresentation, warranty or undertaking, including by way of a claim or defence based on estoppel by convention, representation or otherwise, not contained in this Agreement or any collateral or supplemental agreement unless such misrepresentation, warranty or undertaking was made fraudulently. 20.6 Subject always to Clause 20.7, in its sole and absolute discretion, any party may waive (in whole or in part) any provision of, or any of its rights under, this Agreement, and may do so unconditionally or subject to any terms which it thinks fit. Unless specifically provided otherwise, the other party hereto rights and remedies of any condition person under or provision of pursuant to this Agreement are cumulative, may be exercised as often as such person considers appropriate and are in addition to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at its rights and remedies under the same or at any prior or subsequent timegeneral law. (f) 20.7 Any notice variation or other communication required or permitted pursuant to the terms waiver of this Agreement shall be void for all purposes unless: (a) subject as provided below in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below andthis Clause 20.7, in the case of a notice or other communication variation it is agreed to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing or otherwise approved by the relevant number of Signatories as set out in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (gClause 5.2(b) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchand

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BYThis Supply Agreement, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASAddendums, EXCLUDING ANY CONFLICTS OF LAWamendments and work orders thereto, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONtogether with the provisions of the Quality Agreement that are incorporated by reference herein, contain the entire agreement between the Parties relating to the subject matter of this Supply Agreement and any other understandings between the Parties relating to the subject matter of this Supply Agreement are superseded by this Supply Agreement. None of the terms of this Supply Agreement shall be deemed to be waived or amended by either Party unless such a waiver [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. or amendment specifically references this Supply Agreement and is in writing signed by the Party to be bound. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 All notices and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication demands required or permitted to be given or made pursuant to the terms of this Supply Agreement shall be in writing and shall be deemed to have been duly effective when personally given or when delivered or mailed by placed in an envelope and deposited in the United States mail, first class, mail postage prepaid and registered with return receipt requestedprepaid, addressed as follows: If to the intended recipient at his or its address set forth below andCerus: If to Ash Xxxxxxx: Cerus Corporation Ash Xxxxxxx Inc. 0000 Xxxxxxxx Xxxxx 000 Xxxx X. Lodge Freeway Concord, in the case of a notice or other communication to the CompanyCA 94520 Xxxxxxx, directed to the attention of the Board of Directors with a copy to the Secretary of the CompanyXX 00000-0000 Attention: Vice President, Legal Affairs Attention: President or to such other address as to which either Party may notify the intended recipient may have theretofore furnished other. (c) This Supply Agreement shall be binding upon and inure to the sender benefit of the Parties, their successors and assigns. This Supply Agreement shall be assignable: (i) by Cerus, in whole or in part, without the consent of Ash Xxxxxxx to any Affiliate of Cerus; (ii) by either Party with the written consent of the other; or (iii) by either Party without the consent of the other to the purchaser of substantially all the assets of its business to which this Supply Agreement relates. Any attempted assignment that does not comply with the terms of this Section shall be void. (d) This Supply Agreement is deemed to have been executed in and shall be governed by and construed according to the laws of the State of Michigan, applicable to contracts made and to be performed in that State. If particular portions of this Supply Agreement are ruled unenforceable, such portions shall be deleted and all other terms and conditions of this Supply Agreement shall remain in full force and effect. (e) Unless expressly approved in advance and in writing by Cerus, respectively, Ash Xxxxxxx shall make no reference to Cerus or to the subject matter of this Supply Agreement in accordance herewithany publicity, except that until any notice advertising or other public statements or documents either during or after the Term of change of address is receivedthis Supply Agreement. This shall not apply to such reference or disclosure required by law or governmental agency. Notwithstanding the foregoing, notices Ash Xxxxxxx shall be sent authorized to publicly disclose that it is a contract manufacturer to Cerus for the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxxsynthesis of the Product. (f) The relationship of the Parties under this Supply Agreement shall be and at all times remains one of independent contractors. No Party is an employee, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officeragent or legal representative of the other Party or shall have any authority to assume or create obligations on the other Party’s behalf. (g) If any one Cerus or more Cerus’ designee (with Cerus’ authorization) may audit upon reasonable notice Ash Xxxxxxx manufacturing (excluding confidential cost information) and quality books and records once per calendar year for the purpose of confirming compliance with the provisions or parts terms of a provision this Supply Agreement. [ * ] = Certain confidential information contained in this Agreement document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (h) Ash Xxxxxxx shall manufacture and supply Products exclusively for any reason be held Cerus and Cerus’ designees pursuant to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability this Supply Agreement. Ash Xxxxxxx shall not affect during the Term and for a period of [ * ] following the expiration of the Term or termination pursuant to an uncured material breach by Ash Xxxxxxx of this Supply Agreement, manufacture or supply Products or substantially equivalent products to any other provision person or part entity anywhere in the world without Cerus’ express written permission. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of a provision the Securities Exchange Act of this Agreement1934, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchamended.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: Xxxxxxx X. Xxxxx Xxxxx Xxxxxxxxx Dynegy Inc. 0000 Xxxxxxxxx Xxxxxxx Xxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 XxxxxxxxXxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial OfficerPresident (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such

Other Provisions. 14.1 This Agreement shall inure to the benefit of and be binding upon (ai) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement and its successors and assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to be assumed by any entity to which the Company transfers all or substantially all of its stock or the business and/or assets or to any entity which is a successor to of the Company by reorganizationCompany, incorporationand (ii) the Indemnitee and the Indemnitee's spouse, merger or similar business combinationheirs, and personal and legal representatives. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 14.2 All notices and 6 of statements with respect to this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall must be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with certified mail return receipt requested, ; hand delivery with written acknowledgment of receipt; FAX transmission with machine-printed confirmation of delivery; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the intended recipient Company's general counsel at his the Company's then-current principal operating office. Notices to the Indemnitee may be delivered to the Indemnitee in person or to the Indemnitee's then-current home address as indicated on the Indemnitee's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. 14.3 This Agreement sets forth the entire agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement. 14.4 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void. 14.5 If any provision of this Agreement, or its address set forth below andapplication to anyone or under any circumstances, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held adjudicated to be invalid, illegal invalid or unenforceable in any respectjurisdiction, such invalidity or unenforceability shall will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction. 14.6 This Agreement will be governed and interpreted under the laws of the United States of America and of the State of Texas law as applied to contracts made and carried out in entirely Texas by residents of that State. 14.7 No failure on the part of a provision any party to enforce any provisions of this Agreement, but Agreement will act as a waiver of the right to enforce that provision. No waiver of any of the provisions of this Agreement shall be reformed deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. 14.8 This Agreement shall continue in effect regardless of whether the Indemnitee continues to serve as an officer, director, or employee of the Company (or at the Company's request, of any other enterprise). 14.9 Section headings are for convenience only and construed shall not define or limit the provisions of this Agreement. 14.10 This Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. A copy of this Agreement manually signed by one party and transmitted to the other party by FAX or in image form via email shall be deemed to have been executed and delivered by the signing party as if such invalid or illegal or unenforceable provision or part though an original. A photocopy of a provision had never been contained herein and suchthis Agreement shall be effective as an original for all purposes.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY3.1 To the extent applicable, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, it is intended that this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, comply with the provisions of Paragraphs 4Section 409A in accordance with the provisions below: a) The Agreement will be administered and interpreted in a manner consistent with this intent, 5 and 6 any provision that would cause the Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). In addition, the parties shall cooperate fully with one another to ensure compliance with Section 409A, including, without limitation, adopting amendments to arrangements subject to Section 409A and operating such arrangements in compliance with Section 409A. b) Notwithstanding any other provision of this the Agreement shall survive to the contrary, to the extent any payment or benefit to be paid or provided to Executive pursuant to the Agreement as a result of the termination of his employment constitutes “non- qualified deferred compensation” subject to Section 409A, such payment or benefit shall be paid or provided to the Executive under the Agreement at such time as the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A (without regard to whether such “separation from service” comes before, after or coincides with his termination of employment). For purposes of clarification, this Agreementparagraph shall not cause a forfeiture of any payment or benefits on the part of Executive, but shall only act as a delay until such time as a “separation from service” occurs. c) Notwithstanding any other provisions of the Agreement to the contrary, if any amount (including imputed income) to be paid to Executive pursuant to the Agreement as a result of Executive’s termination of employment is “deferred compensation” subject to Section 409A, and if Executive is a “specified employee” (as defined under Section 409A) as of the termination date, then, to the extent necessary to avoid the imposition of additional tax or other penalties under Section 409A, the payment of benefits, if any, scheduled to be paid by the Company to Executive hereunder during the first six-month period following the date of employment termination shall not be paid until the date which is the first business day which comes six months and a one day after the date the Executive has incurred a “separation from service” within the meaning of Section 409A. Any deferred compensation payments delayed in accordance with the terms of this Section shall be paid in a lump sum on the first day following such six-month and one day period. d) All With respect to items eligible for reimbursement under the terms of the Agreement, (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year, (ii) no such reimbursement may be exchanged or liquidated for another payment or benefit, and (iii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A. e) It is intended that each installment of payments and benefits provided under the Agreement shall be treated as a separate identified payment for purposes of Section 409A. Neither the Company nor Executive shall have the right to you accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. f) The Company agrees to act in good faith under this Agreement Section 3.1 based on the guidance available from the Treasury Department and Internal Revenue Service respecting the proper interpretation of Section 409A, but nothing in this Section 3.1 shall constitute, or be construed as, a covenant by the Company that no payment will be made or benefit will be provided which will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow taxation under Section 409A or as a guarantee or indemnity by the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant respect to the terms of this Agreement shall be in writing and shall be deemed tax consequences to have been duly given when delivered any such payment or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchbenefit.

Other Provisions. 14.1 This Agreement shall inure to the benefit of and be binding upon (ai) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement and its successors and assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to be assumed by any entity to which the Company transfers all or substantially all of its stock or the business and/or assets or to any entity which is a successor to of the Company by reorganizationCompany, incorporationand (ii) the Indemnitee and the Indemnitee’s spouse, merger or similar business combinationheirs, and personal and legal representatives. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 14.2 All notices and 6 of statements with respect to this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall must be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with certified mail return receipt requested, ; hand delivery with written acknowledgment of receipt; FAX transmission with machine-printed confirmation of delivery; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the intended recipient Company’s general counsel at his the Company’s then-current principal operating office. Notices to the Indemnitee may be delivered to the Indemnitee in person or to the Indemnitee’s then-current home address as indicated on the Indemnitee’s pay stubs or, if no address is so indicated, as set forth in the Company’s payroll records. 14.3 This Agreement sets forth the entire agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement. 14.4 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void. 14.5 If any provision of this Agreement, or its address set forth below andapplication to anyone or under any circumstances, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held adjudicated to be invalid, illegal invalid or unenforceable in any respectjurisdiction, such invalidity or unenforceability shall will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction. 14.6 This Agreement will be governed and interpreted under the laws of the United States of America and of the State of Texas law as applied to contracts made and carried out in entirely Texas by residents of that State. 14.7 No failure on the part of any party to enforce any provisions of this Agreement will act as a waiver of the right to enforce that provision. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. 14.8 This Agreement shall continue in effect regardless of whether the Indemnitee continues to serve as an officer, director, or employee of the Company (or at the Company’s request, of any other enterprise). 14.9 Section headings are for convenience only and shall not define or limit the provisions of this Agreement. 14.10 This Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. A copy of this Agreement manually signed by one party and transmitted to the other party by FAX or in image form via email shall be deemed to have been executed and delivered by the signing party as though an original. A photocopy of this Agreement shall be effective as an original for all purposes. 14.11 In accordance with Article 2.02-1M. of the TBCA, a provision of this Agreement, but this Agreement shall to indemnify or to advance expenses to the Indemnitee upon his being named or threatened to be reformed and construed as if such invalid named a defendant or illegal or unenforceable provision or part of respondent in a provision had never been contained herein and suchproceeding is valid only to the extent it is consistent with Article 2.02-1.

Other Provisions. 4.1. Shareholder agrees that on or before May 8, 2003, he will transfer 435,000 shares of the Shareholder's Common Stock (appropriately adjusted for stock splits, stock dividends or similar events) (the "Required Number of Shares") to (a) THIS AGREEMENT WILL BE GOVERNED BYa charitable remainder trust (within the meaning of Section 664 of the Internal Revenue of Code 1986, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASas amended (the "Code") or charity described in Section 501(c)(3) of the Code, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. and/or (b) Except an unaffiliated third party, in each case, to a transferee whose ownership of such shares would not in whole or in part, be attributed to Shareholder under Section 318 of the Internal Revenue Code of 1986, as otherwise indicatedamended (the "Code") and who is neither controlled by, this Agreement is not assignable without nor substantially under the written authorization of both partiescontrolling influence of, Shareholder (individually, a "Permitted Transferee"; provided that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided hereincollectively, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf "Permitted Transferees"). If Shareholder does not dispose of the employee Required Number of Shares by redirecting a portion May 8, 2003, Shareholder agrees that Company will on such date: (a) cause Shareholder to transfer ninety-five percent (95%) of your annual bonuses Required Number of Shares which have not been transferred to charitable organization(s) chosen by you one or more Permitted Transferees in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement Section 4.1 to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more charities described in Section 501(c)(3) of the provisions Code chosen by Company which charities are based in Missouri and are a Permitted Transferee; and (b) purchase five percent (5%) of the Required Number of Shares which have not been transferred to one or parts more Permitted Transferees in accordance with this Section 4.1 for aggregate consideration of a provision contained in this Agreement shall for any reason be held $1.00, with the closing of such share purchase to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision occur immediately after the transfer to the charity. For purposes of this AgreementSection 4.1, but this Agreement Shareholder's obligation to transfer shares shall be reformed satisfied to the extent that shares currently owned by his family members that are attributable to Shareholder under Section 318 of the Code are transferred to one or more Permitted Transferees and construed are not subsequently treated as if such invalid or illegal or unenforceable provision or part owned by Shareholder under Section 318 of a provision had never been contained herein and suchthe Code.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is The headings and captions are provided for reference and convenience only and shall not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination considered part of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of be delivered under this Agreement shall be (i) in writing writing, (ii) delivered personally, by nationally recognized overnight courier service or by certified or registered mail, first-class postage prepaid and shall be return receipt requested, (iii) deemed to have been duly given when delivered received on the date of delivery or mailed by United States mailon the third business day after mailing, first class, postage prepaid and registered with return receipt requested, (iv) addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, as follows (or to such other address as the intended recipient party entitled to notice shall later designate in accordance with these terms): If to Axxxxx: Axxxxx Automotive Group, Inc. c/o General Counsel 2000 Xxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 If to Executive: . To the most recent address of Executive set forth in the personnel records of Axxxxx. This Agreement represents the entire understanding between Executive and the Company on the matters addressed herein, supersedes any other agreements on the specific topics addressed herein, and may have theretofore furnished to not be modified, changed or altered by any promise or statement by the sender Company until such modification has been approved in writing in accordance herewithand signed by an authorized agent of the Company, except that until any notice the provisions of change Section 1 and 2 relating to Severance Pay may only be modified in a writing signed by Axxxxx and Executive. The Company represents and warrants that the execution of address is receivedthis Agreement by the Company has been duly authorized by the Company, notices including by action of Compensation Committee ofthe Company's Board of Directors. All payments hereunder shall be sent subject to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxxany required withholding of federal, Xxxxx 0000 Xxxxxxxxstate, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President local and Chief Financial Officer (g) foreign taxes pursuant to any applicable law or regulation. If any one or more provision of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal invalid or unenforceable in any respectunenforceable, such invalidity or unenforceability holding shall not affect any other provision or part of a provision of this Agreementprovisions, but and this Agreement shall be reformed construed and construed enforced as if such invalid provisions had not been included. No provision of this Agreement shall be waived unless the waiver is agreed to in writing and signed by Executive and the Chief Executive Officer of Axxxxx. No waiver by either party of any breach of, or illegal of compliance with, any condition or unenforceable provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or part of a the same condition or provision had never been contained herein at another time. The parties hereto acknowledge and suchagree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, in the event that Axxxxx determines that any amounts payable hereunder will be immediately taxable to Executive under Section 409A of the Code and related Department of Treasury guidance, Axxxxx and Executive shall cooperate in good faith to (x) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that they mutually determine to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for Axxxxx and/or

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause may assign this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b)) of this Agreement. (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the BoardBoard of Directors. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a Kennxxx X. Xxxxxxxx Xxxuary 11, 2000 Page 9 subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such:

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONThis Amendment To Agreements With Richard Connelly shall ixxxx xx xxx xxxxfit of and be binding upon (i) Citadel and its successors and assigns and (ii) Connelly and his heirs and legal representatives. (b) Except All notices and statements with respect to this Amendment To Agreements With Richard Connelly shall be made or xxxxxxxxx xx xxx forth in that certain Employment Agreement, dated as otherwise indicatedof April 1, this Agreement is not assignable without the written authorization 2003, between Citadel and Connelly as amended by Amendment Nx. 0 xx Employment Agreement, dated as of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganizationMarch 12, incorporation2004, merger or similar business combinationbetween Citadel and Connelly. (c) Except This Xxxxxxxnt To Agreements With Richard Connelly sets forth xxx xxxxxx xresent agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of expressly set forth in this Agreement shall survive the termination of this AgreementAmendment To Agreements With Richard Connelly . (dx) All payments Xxx xxxxxxxation to you under this Agreement Amendment To Agreements With Richard Connelly must be xx xxxxxxx xxx xxxxxx xx all parties; any attempt to modify this Amendment To Agreements With Richard Connelly , orally or xx xxxxxxx, not executed by all parties will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b)void. (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of If any breach by the other party hereto of any condition or provision of this Agreement Amendment To Agreements With Richard Connelly , or itx xxxxxxxxxxx xx xxxxxx xx under any circumstances, is adjudicated to be performed by invalid or unenforceable in any jurisdiction, such invalidity and unenforceability will not affect any other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver application of a similar this Amendment To Agreements With Richard Connelly which cxx xx xxxxx xxxxct without the invalid or dissimilar unenforceable provision or condition at the same application and will not invalidate or at render unenforceable such provision or application in any prior or subsequent timeother jurisdiction. (f) Any notice This Amendment To Agreements With Richard Connelly will be xxxxxxxx xxx xxterpreted under the laws of the United States of America and of the State of Texas as applied to contracts made and carried out entirely in Texas by residents of that state. (g) No failure on the part of any party to enforce any provisions of this Amendment To Agreements With Richard Connelly will act as a xxxxxx xx the right to enforce that provision. (h) Section headings are for convenience only and shall not define or other communication required or permitted pursuant limit the provisions of this Amendment To Agreements With Richard Connelly (x) Xxxx Xxxxxxxxt To Agreements With Richard Connelly may be xxxxxxxx xx xxxxral counterparts, each of which is an original. A copy of this Amendment To Agreements With Richard Connelly manually signed xx xxx party and transmitted to the terms of this Agreement shall be other party by FAX or in writing and image form via email shall be deemed to have been duly given when executed and delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed the signing party as though an original. A photocopy of this Amendment To Agreements With Richard Connelly shall be effectivx xx xx xxxxxxxx for all purposes. (j) Capitalized terms used by not defined herein shall have the meanings assigned to the intended recipient at his or its address set forth below and, such terms in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchEmployment Agreements.

Other Provisions. (aA. REPRESENTATION CONFIRMATION. The realtor involved has the following relationship. The realtor working with the GRANTOR(s) THIS is acting as an AGENT for the GRANTOR(s). The realtor, if any, working with the GRANTEE(s) is a NON-AGENT for the GRANTEE(s). Each party signing this document confirms that he has received, read and understood the Agency Disclosure Brochure adopted or approved by the Idaho real estate commission and has consented to the relationship confirmed above. In addition, each party confirms that the brokerage's agency office policy was made available for inspection and review. EACH PARTY UNDERSTANDS THAT HE IS NOT REPRESENTED BY A BROKERAGE AGREEMENT WILL BE GOVERNED BY, CONSTRUED TO PURCHASE REAL PROPERTY PICABU ESTATE SUBDIVISION; MARK AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONXXXXX XXXX PAGE20F4 UNLESS THERE IS A SIGNED WRITTEN AGREEMENT FOR AGENCY REPRESENTATION. (b) Except as otherwise indicatedB. GRANTEE shall have the right to enter the Subject Property for inspection, this Agreement is not assignable without investigation, surveying, and other testing of the written authorization of both parties; provided that Subject Property at reasonable times during the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination life of this Agreement. (d) All payments C. Should the Subject Property or any improvement thereon be materially damaged by GRANTOR prior to you under closing this sale, this Agreement will be subject to is voidable at the withholding option of all applicable employment taxes and income taxes; provided, however, that at your request GRANTEE. D. In the event of default by either of the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf in their performance of the employee terms and conditions of this Agreement, the defaulting party agrees to pay all attorney fees and costs incurred by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except non-defaulting party except as otherwise specifically provided in this Agreement, no waiver by either party hereto of . E. The parties agree that should any breach by the other party hereto of any condition or provision of this Agreement be litigated in the future, the prevailing party will be entitled to be performed by reasonable attorney's fees and costs. Venue for any such other party litigation shall be deemed a waiver with the District Court of a subsequent breach the Second Judicial District of such condition or provision or a waiver the State of a similar or dissimilar provision or condition at Idaho in and for the same or at any prior or subsequent timeCounty of Latah. (f) Any notice or other communication required or permitted pursuant to F. Time is of the terms essence in the performance of this Agreement. G. This Agreement, unless expressly stated otherwise herein, is the final Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mailbinding upon the heirs, first classpersonal representatives, postage prepaid successors and registered with return receipt requested, addressed to assigns ofthe respective parties hereto. H. This Agreement constitutes the intended recipient at his or its address set forth below and, in entire Agreement between the case of a notice or other communication to parties regarding the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchSubject Property.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONThis Agreement will be governed by the laws of the State of Michigan. (b) Except as otherwise indicated, this Agreement is not assignable without Either party retains the written authorization of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor option with respect to the Company by reorganization, incorporation, merger or similar business combinationright to apply to a court of competent jurisdiction for equitable relief. (c) Except as otherwise provided hereinThe parties shall attempt to resolve claims or controversies arising out of or related to this Agreement in the following manner: A Vice President for each party with full authority to negotiate and resolve issues in question shall meet and attempt to settle all outstanding disputes within ten (10) business days of time dispute arose. After such initial meeting, if the dispute is not resolved within the next thirty (30) days, the provisions of Paragraphs 4, 5 and 6 of this Agreement parties shall survive the termination of this Agreementpursue alternate remedies. (d) All payments to you The relationship of Compuware and VAR under this Agreement is that of licensor and licensee only and neither is authorized to act as the agent of the other. In all matters relating to this Agreement, VAR will be subject to act as an independent contractor. No franchise is intended or created by the withholding relationship of all applicable employment taxes Compuware and income taxes; provided, however, that at your request the parties hereto VAR under this Agreement. Neither party will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions representations purportedly on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you other party, otherwise than as precisely set forth in accordance with Paragraph 3(b).this Agreement and as set forth in Compuware's supplied user materials. CONFIDENTIAL AND PROPRIETARY (e) This Agreement supersedes all previous employment agreements, written Any failure or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver delay by either party hereto in exercising any right or remedy will not constitute a waiver. The waiver of any breach by the other party hereto one default will not waive subsequent defaults of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent timedifferent kind. (f) Any notice Neither party will be liable for any failure to fulfill its obligations due to causes beyond its reasonable control including, without limitation, the bankruptcy of any supplier or other communication commercial impossibility. (g) All notices required by this Agreement to be given to VAR will be sent by certified or permitted pursuant registered mail addressed to its address on the terms first page of this Agreement shall Agreement. Notices to be in writing and shall given to Compuware will be deemed to have been duly given when delivered sent by certified or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, mail addressed to the intended recipient at his or its address set forth below and, Compuware Vice President of Sales as identified in the case of a notice or Exhibit I. Requests for information and all other communication notices to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall Compuware will be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officerseparate Compuware address set out in Exhibit I. (gh) If any Each provision of this Agreement is severable and if one or more provisions are declared invalid, the remaining provisions of the provisions or parts of a provision contained Agreement will remain in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed full force and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and sucheffect.

Other Provisions. 14.1 This Agreement shall inure to the benefit of and be binding upon (ai) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement and its successors and assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to be assumed by any entity to which the Company transfers all or substantially all of its stock or the business and/or assets or to any entity which is a successor to of the Company by reorganizationCompany, incorporationand (ii) the Indemnitee and the Indemnitee’s spouse, merger or similar business combinationheirs, and personal and legal representatives. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 14.2 All notices and 6 of statements with respect to this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall must be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with certified mail return receipt requested, ; hand delivery with written acknowledgment of receipt; FAX transmission with machine-printed confirmation of delivery; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the intended recipient Company’s general counsel at his the Company’s then-current principal operating office. Notices to the Indemnitee may be delivered to the Indemnitee in person or to the Indemnitee’s then-current home address as indicated on the Indemnitee’s pay stubs or, if no address is so indicated, as set forth in the Company’s payroll records. 14.3 This Agreement sets forth the entire agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement. 14.4 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void. 14.5 If any provision of this Agreement, or its address set forth below andapplication to anyone or under any circumstances, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held adjudicated to be invalid, illegal invalid or unenforceable in any respectjurisdiction, such invalidity or unenforceability shall will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction. 14.6 This Agreement will be governed and interpreted under the laws of the United States of America and of the State of Texas law as applied to contracts made and carried out in entirely Texas by residents of that State. 14.7 No failure on the part of any party to enforce any provisions of this Agreement will act as a waiver of the right to enforce that provision. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. 14.8 This Agreement shall continue in effect regardless of whether the Indemnitee continues to serve as an officer, director, or employee of the Company (or at the Company’s request, of any other enterprise). 14.9 Section headings are for convenience only and shall not define or limit the provisions of this Agreement. 14.10 This Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. A copy of this Agreement manually signed by one party and transmitted to the other party by FAX or in image form via email shall be deemed to have been executed and delivered by the signing party as though an original. A photocopy of this Agreement shall be effective as an original for all purposes. 14.11 In accordance with Article 2.01-1M. of the TBCA, a provision of this Agreement, but this Agreement shall to indemnify or to advance expenses to the Indemnitee upon his being named or threatened to be reformed and construed as if such invalid named a defendant or illegal or unenforceable provision or part of respondent in a provision had never been contained herein and suchproceeding is valid only to the extent it is consistent with Article 2.01-1.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY3.1 AFI hereby restates and confirms each of the representations, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASwarranties and covenants contained in the Credit Agreement and the other Loan Documents, EXCLUDING ANY CONFLICTS OF LAWas modified by this Amendment, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONand confirms and agrees that it has no defenses, offsets or counterclaims with respect thereto. Without limitation of the preceding sentence, AFI represents and warrants that this Amendment and the Additional Loan Documents have been executed and delivered by a representative of AFI and each Subsidiary Guarantor that is a party thereto who is duly authorized to do so and that the same are valid and binding on each. (b) 3.2 AFI agrees to reimburse Agent for all expenses incurred by Agent and Lenders in connection with the preparation, execution, delivery and performance of this Amendment, including, without limitation, for reasonable fees of legal counsel to Agent. 3.3 Except as otherwise indicatedexpressly modified by this Amendment, this Agreement is not assignable without all terms and conditions of the written authorization of both parties; provided that Notes, the Company Credit Agreement, and the other Loan Documents shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor remain in full force and effect as they were immediately prior to the Company execution and delivery of this Amendment, and those terms and conditions as modified are incorporated herein by reorganizationthis reference and shall govern this Amendment in all respects. Upon the effectiveness of this Amendment, incorporation, merger or similar business combinationeach reference in the Credit Agreement and the other Loan Documents to the “Credit Agreement” shall mean and be deemed a reference to the Credit Agreement as modified by this Amendment. (c) Except as otherwise provided herein3.4 This Amendment may not be modified in any respect except in writing signed by the party charged with such modification. This Amendment constitutes the final, complete and exclusive agreement among Agent, Lenders and AFI concerning its subject matter and neither the provisions Agent, Lenders nor AFI are relying on any oral agreements or understandings of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreementany nature whatsoever with respect thereto. (d) All payments 3.5 This Amendment shall be effective notwithstanding that it is executed in counterparts, and a facsimile or other reproduction of a signature of any party to you under this Agreement will it shall be subject effective to the withholding same extent as the manual signature of all applicable employment taxes such party, but such party shall furnish its manually signed signature pages to each other party promptly upon request of such other party. 3.6 This Amendment shall be governed by and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you construed in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action laws of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto Commonwealth of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent timeKentucky. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided A. The parties acknowledge that the Company shall cause this Agreement foregoing provisions are designed to be assumed by any entity to which comply with the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf mandates of the employee by redirecting a portion of your annual bonuses Privacy and Security Rules and the HITECH Standards. Covered Entity or Business Associate may provide written notice to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto to the extent that any final regulation or amendment to final regulations promulgated by the Secretary under HITECH requires changes to this Business Associate Agreement. Such written notice shall include any additional amendment required by any such final regulation and the parties shall work in good faith to reach agreement on an amendment to this BAA that complies with the final regulations. If the parties are unable to reach agreement regarding an amendment within thirty (30 days) of the date that a party receives any written notice provided for in this Section VI.A from the other party, either party may terminate this BAA upon ninety (90) days written notice to the other party. Any amendment to the BAA shall be effective only upon execution of a written agreement between the parties. B. Except as it relates to the use, security and disclosure of PHI, this BAA is not intended to change the terms and conditions of, or the rights and obligations of the parties under any other services agreement between them. C. Each party agrees to defend, indemnify and hold harmless the other party, its affiliates and each of their respective directors, officers, employees, agents or assigns from and against any and all actions, causes of action, claims, suits and demands whatsoever, and from all damages, liabilities, costs, charges, debts, fines, government investigations, proceedings, and expenses whatsoever (including reasonable attorneys’ fees and expenses related to any litigation or other defense of any condition claims), which may be asserted or provision for which they may now or hereafter become subject arising in connection with (i) any misrepresentation, breach of warranty or non-fulfillment of any undertaking on the part of the party under this BAA; and (ii) any claims, demands, awards, judgments, actions, and proceedings made by any person or organization arising out of or in any way connected with the party’s performance under this BAA. D. Nothing express or implied in this BAA is intended to confer, nor shall anything herein confer, upon any person other than Covered Entity, Business Associate, and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever. 2020141 Agreement to be performed by such other party - VSP E. Any ambiguity in this BAA shall be deemed a waiver resolved in favor of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at meaning that permits the same or at any prior or subsequent timeCovered Entity and Business Associate to comply with the Privacy and Security Rules and the HITECH Standards. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such:

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BYThis Agreement will be governed by, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASconstrued and enforced in accordance with the laws of the state of Texas, EXCLUDING ANY CONFLICTS OF LAWexcluding any conflicts of law, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONrule or principle that might otherwise refer to the substantive law of another jurisdiction. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause may assign this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business Mr. Xxxxxx Xxxxxxxx Page 8 November 15, 1996 combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 4 and 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (fe) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOUIf to you: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of to the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchCompany --------- -----------------

Other Provisions. ☒ Additional provisions applying to the transaction as contemplated herein are attached as Purchase Agreement Addendum(s). By signing below, Purchaser acknowledges having read and received a copy of this Agreement. By signing below, Xxxxxx acknowledges having read and received a copy of this Agreement, and: Seller accepts this Agreement on without qualification. Real property located in the ☐ City ☒ Township ☐ Village of Logan, County of Ogemaw, Michigan, commonly known as Xxxxxx Xxxxxxx Farm: Michigan Real Estate Broker THIS REAL ESTATE AUCTION PURCHASE AGREEMENT ADDENDUM NO.1 (a“Addendum No.1”) THIS AGREEMENT WILL BE GOVERNED BYis subject to and part of a certain Auction Purchase Agreement dated , CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS(the “Agreement”), EXCLUDING ANY CONFLICTS OF LAWincluding any addendums mutually acknowledged by the parties, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONbetween the date of the Agreement and the date of this Addendum No. 1, by and between: Xxxxxx Xxxxxxx, Trustee of the Xxxxxx Xxxxxxx Trust, whose address is 0000 X. Xxxxxx Xxxx, Xxxxxxxx, XX 00000, as (the “Seller”), and , as , whose address is 1. Real Estate sells subject to Seller’s confirmation within 72 hours of auction completion. 2. As to paragraph 6 (b) (c) of the Agreement: Owner Policy of Title Insurance to be furnished hereunder shall be paid for by Xxxxxx. Purchaser acknowledges receipt of a ALTA Owner’s Policy of Title Insurance with Standard Exceptions (the “Title Commitment”) issued by Chicago Title Insurance Company through the Title Company File Number MI-467822 with accompanying copies of all recorded exceptions to title and survey referred to therein attached as part of this Agreement. Purchaser acknowledges that he/she/it has reviewed said Commitment, legal descriptions and exceptions finding all satisfactory and agrees to the following: (i) To waive rights to a 30 day notification of any concerns with said Commitment. (bii) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, That except in the case of the legal descriptions and boundaries to be rendered from the survey conducted by a notice Certified Surveyor or other communication per paragraph 31(b) above, all parcels shall transfer without benefit of survey and that the legal descriptions found in the Seller vesting deeds and said Commitment shall be sufficiently clear to convey title. (iii) That said Commitment reflects that title to the CompanyReal Property is vested in Seller. (iv) That said Commitment reflects that the Real Property is encumber by one (1) mortgage and that the Seller shall payoff said mortgage in full from the proceeds of the Real Property transaction and that Purchaser will receive the Real Property free and clear of any mortgage other than any mortgage secured by Purchaser. At Closing, directed the Title Company shall deliver to Purchaser a satisfactorily “marked up” Title Commitment. The Title Insurance Policy to be issued pursuant to the attention marked up Title Commitment shall contain such endorsements as Purchaser may reasonably require provided however, Purchaser shall be responsible for the cost of such endorsements. 3. As to the Purchaser of Parcel 2 only: 72+/- acres of said Parcel 2 is planted to growing wheat that was flown on prior to soybean leaf loss. Per the terms and conditions of the Board of Directors with a copy auction, the Purchaser elects the following: ☐ Pay to the Secretary Seller at Closing, the sum of $9,576 to purchaser the growing wheat crop, (72 acres x $133/acre) without Seller guarantee. ☐ Allow Seller to harvest the growing wheat and straw at maturity during the 2023 harvesting season. 4. As to the Purchaser of Parcel 6 only: 18+/- acres of said Parcel 6 is planted to growing wheat that was flown on prior to soybean leaf loss. Per the terms and conditions of the Companyauction, or to such other address as the intended recipient may have theretofore furnished Purchaser elects the following: ☐ Pay to the sender in writing in accordance herewithSeller at Closing, except that until any notice the sum of change $2,394 to purchaser the growing wheat crop, (18 acres x $133/acre) without Seller guarantee. ☐ Seller to retain right to enter Property to maintain and harvest growing wheat and straw at maturity during the 2023 cropping season. 5. Seller requires 120 days after the day of address is received, notices closing to vacate the buildings and rental house. 6. The Auction Terms and Conditions attached shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more become part of the provisions or parts Agreement. 7. The terms and conditions of a provision contained in this the Agreement shall for any reason be held to be invalidtake precedents’ over other printed information and advertising materials. 8. All other terms and conditions of the Agreement remain as written. By: Xxxxxx Xxxxxxx Its: Trustee Its: General Description: Part of the E1/2 of the W1/2 of Section 30 laying North of the North Drain and Excepting Parcel 4, illegal or unenforceable in any respectT22N R4E Xxxxx Township, such invalidity or unenforceability shall not affect any other provision or part Ogemaw County, MI. ⮚ Part of a provision of this AgreementTax Parcels ID No. 009-030-005-00 & 009-030-009-00 ⮚ Frontage Highway M-55 ⮚ Xxxxxxxxxx Xxxxxxxx Area Public School District ⮚ 80+/- Acres, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchTiled & Tillable Land Mostly Selkirk & Kent loam

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided except that the Company shall cause may assign this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 5, 6 and 6 7 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, whether written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or and their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (fe) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when hand delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOUIf to you: IF TO THE COMPANYIf to the Company: Xxxx X. Xxxxxx Chief Executive Officer 1590 Hoveden Dr. Dynegy Inc Xxxx, Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 00000 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial OfficerXxxxx 00000 (gf) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchsuch provisions or part thereof shall be reformed so that it would be valid, legal and enforceable to the maximum extent permitted by law. (g) You shall not be required to mitigate damages (or the amount of any compensation provided under this Agreement to be paid) following your termination of employment, by seeking employment or otherwise. (h) Neither you nor the Company will make or authorize any public statement disparaging the other in its or his business interests and affairs. Notwithstanding the foregoing, neither party shall be (i) required to make any statement which it or he believes to be false or inaccurate, or (ii) restricted in connection with any litigation, arbitration or similar proceeding or with respect to its response to any legal process. (i) The waiver by the Company of breach of any provision of this Agreement by you shall not operate or be construed as a waiver of any subsequent breach by you. The waiver by you of a breach of any provision of this Agreement by the Company shall not operate or be construed as a waiver of any subsequent breach by the Company. (j) The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (k) This Agreement may be executed in one or more counterparts, which shall, collectively and separately, constitute one agreement. (1) Notwithstanding anything to the contrary set forth in this Agreement, the Company may cause any of its subsidiaries for which you render services to pay or otherwise satisfy, in whole or in part, some or all of the Company's, obligations hereunder.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY3.1 To the extent applicable, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, it is intended that this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, comply with the provisions of Paragraphs 4Section 409A in accordance with the provisions below: a) The Agreement will be administered and interpreted in a manner consistent with this intent, 5 and 6 any provision that would cause the Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). In addition, the parties shall cooperate fully with one another to ensure compliance with Section 409A, including, without limitation, adopting amendments to arrangements subject to Section 409A and operating such arrangements in compliance with Section 409A. b) Notwithstanding any other provision of this the Agreement shall survive to the contrary, to the extent any payment or benefit to be paid or provided to Executive pursuant to the Agreement as a result of the termination of his employment constitutes “non-qualified deferred compensation” subject to Section 409A, such payment or benefit shall be paid or provided to the Executive under the Agreement at such time as the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A (without regard to whether such “separation from service” comes before, after or coincides with his termination of employment). For purposes of clarification, this Agreementparagraph shall not cause a forfeiture of any payment or benefits on the part of Executive, but shall only act as a delay until such time as a “separation from service” occurs. c) Notwithstanding any other provisions of the Agreement to the contrary, if any amount (including imputed income) to be paid to Executive pursuant to the Agreement as a result of Executive’s termination of employment is “deferred compensation” subject to Section 409A, and if Executive is a “specified employee” (as defined under Section 409A) as of the termination date, then, to the extent necessary to avoid the imposition of additional tax or other penalties under Section 409A, the payment of benefits, if any, scheduled to be paid by the Company to Executive hereunder during the first six-month period following the date of employment termination shall not be paid until the date which is the first business day which comes six months and a one day after the date the Executive has incurred a “separation from service” within the meaning of Section 409A. Any deferred compensation payments delayed in accordance with the terms of this Section shall be paid in a lump sum on the first day following such six-month and one day period. d) All With respect to items eligible for reimbursement under the terms of the Agreement, (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year, (ii) no such reimbursement may be exchanged or liquidated for another payment or benefit, and (iii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A. e) It is intended that each installment of payments and benefits provided under the Agreement shall be treated as a separate identified payment for purposes of Section 409A. Neither the Company nor Executive shall have the right to you accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. f) The Company agrees to act in good faith under this Agreement Section 3.1 based on the guidance available from the Treasury Department and Internal Revenue Service respecting the proper interpretation of Section 409A, but nothing in this Section 3.1 shall constitute, or be construed as, a covenant by the Company that no payment will be made or benefit will be provided which will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow taxation under Section 409A or as a guarantee or indemnity by the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant respect to the terms of this Agreement shall be in writing and shall be deemed tax consequences to have been duly given when delivered any such payment or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchbenefit.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BYThis Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASeach of which when so executed and delivered shall be deemed to be an original, EXCLUDING ANY CONFLICTS OF LAWand all counterparts, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONtaken together, shall constitute but one and the same document. (b) Except as otherwise indicatedThe Borrower agrees to reimburse the Lenders and the Administrative Agent on demand for all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by such parties in negotiating, documenting and consummating this Agreement is not assignable without Amendment, the written authorization of both parties; provided that other documents referred to herein, and the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combinationtransactions contemplated hereby and thereby. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement.THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. LEGAL02/36946882v4 (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; providedTHIS AMENDMENT CONSTITUTES THE ENTIRE CONTRACT AMONG THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY AND ALL PREVIOUS DISCUSSIONS, howeverCORRESPONDENCE, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b)AGREEMENTS AND OTHER UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF. (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action In consideration of the Board. Except as otherwise specifically provided in this Agreementamendments contained herein, no waiver by either party hereto each of the Borrower and Holdings hereby waives and releases each of the Lenders and the Administrative Agent from any breach by and all known claims and defenses with respect to the Credit Agreement and the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at Credit Documents and the same or at any prior or subsequent timetransactions contemplated thereby. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention Each of the Board of Directors with a copy Borrower and Holdings agrees to the Secretary of the Company, or to take all further actions and execute such other address documents and instruments as the intended recipient Administrative Agent may have theretofore furnished from time to time reasonably request to carry out the sender transactions contemplated by this Amendment, the Credit Documents and all other agreements executed and delivered in writing in accordance connection herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer. (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalidTHE PARTIES HERETO HAVE ENTERED INTO THIS AMENDMENT SOLELY TO AMEND TERMS OF THE CREDIT AGREEMENT. THE PARTIES DO NOT INTEND THIS AMENDMENT NOR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE, illegal or unenforceable in any respectAND THIS AMENDMENT AND THE TRANSACTION CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO BE, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchA NOVATION OF ANY OF THE OBLIGATIONS OWING BY THE BORROWER OR HOLDINGS UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS. LEGAL02/36946882v4

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BYThis Agreement may be scanned and stored electronically, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASor stored on computer tapes and disks, EXCLUDING ANY CONFLICTS OF LAWas may be practicable (the “Imaged Agreement”). The Imaged Agreement if introduced as evidence in printed format, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONin any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the parties hereto to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party hereto shall object to the admissibility of any Imaged Agreement (or photocopies of the transcription of such Imaged Agreement) on the basis that such were not originated or maintained in documentary form under either the hearsay rule or the best evidence rule. However, nothing herein shall be construed as a waiver of any other objection to the admissibility of such evidence. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization P66SF shall in good faith endeavor to promptly notify Customer of both parties; provided that the Company shall cause this Agreement any Product spills or other environmentally polluting discharges. Notice may be sent by email to be assumed by any entity to which the Company transfers substantially all of its stock Customer’s scheduler or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combinationoperational personnel. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no No waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of default under this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mailbe a waiver of any future default, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case whether of a notice like or other communication to a different character. In the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except event that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal invalid or legally unenforceable in any respectrespect under applicable law, such invalidity the validity, legality or unenforceability enforceability of the remaining provisions hereof shall not affect any other provision be affected or part impaired thereby. Each of a provision the provisions of this Agreement, but Agreement is hereby declared to be separate and distinct. [The signature page follows.] The parties hereto have executed this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchthe date hereof. XXXXXXXX 66 XXXXXX FRAC LLC BY: Name: Xxxxxx X. Xxxxxx Title: President XXXXXXXX 66 COMPANY BY: Name: Xxxxxx X. Xxxxxx Title: Executive Vice President, Midstream RECITALS 1 ARTICLE I - DEFINITIONS AND INTERPRETATIONS 1 1.1 Definitions 1 1.2 Interpretations. 5 1.3 Entire Agreement 5 1.4 Conflicting Provisions 5 ARTICLE II - PREMISES; EASEMENTS; TERM 5 2.1 Premises 5 2.2 Term 5 2.3 Renewal Terms 6 2.4 Termination; Expiration 6

Other Provisions. 13.1 This Agreement shall inure to the benefit of and be binding upon (ai) THIS AGREEMENT WILL BE GOVERNED BYthe Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided except that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 Executive's duties and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you responsibilities under this Agreement are of a personal nature and will not be subject assignable or delegable in whole or in part without the Company's prior written consent. 13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to the withholding of all applicable employment taxes and income taxes; providedany requests, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions by or on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you Company, for information and/or documents, in accordance connection with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action Company's hiring of the Board. Except as otherwise specifically provided in Executive and/or with the negotiation of this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of are truthful and complete. 13.3 All notices and statements with respect to this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall must be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with certified mail return receipt requested, ; hand delivery with written acknowledgment of receipt; FAX transmission with machine-printed confirmation of delivery; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the intended recipient Company's general counsel at his the Company's then-current principal operating office. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. 13.4 This Agreement sets forth the entire agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement. 13.5 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void. 13.6 If any provision of this Agreement, or its address set forth below andapplication to anyone or under any circumstances, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held adjudicated to be invalid, illegal invalid or unenforceable in any respectjurisdiction, such invalidity or unenforceability shall will not affect any other provision or part of a provision application of this Agreement, but this Agreement shall which can be reformed and construed as if such given effect without the invalid or illegal or unenforceable provision or part of a application and will not invalidate or render unenforceable such provision had never been contained herein and suchor application in any other jurisdiction. EXECUTIVE EMPLOYMENT AGREEMENT 12/31/2001 PAGE 12

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BYThis Agreement shall be binding upon the heirs, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASexecutors, EXCLUDING ANY CONFLICTS OF LAWadministrators, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONsuccessors and assigns of Executive and the Company, including any successor to the Company. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the The provisions of Paragraphs 4Sections 3, 4 and 5 and 6 of this Agreement shall survive the termination of this Agreement. (dc) All payments to you under The headings and captions are provided for reference and convenience only and shall not be considered part of this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b)Agreement. (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (fd) Any notice or other communication required or permitted pursuant to the terms of be delivered under this Agreement shall be (i) in writing writing, (ii) delivered personally, by nationally recognized overnight courier service or by certified or registered mail, first-class postage prepaid and shall be return receipt requested, (iii) deemed to have been duly given when delivered received on the date of delivery or mailed by United States mailon the third business day after mailing, first class, postage prepaid and registered with return receipt requested, (iv) addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, as follows (or to such other address as the intended recipient may have theretofore furnished party entitled to notice shall later designate in accordance with these terms): If to the sender in writing in accordance herewithCompany: Xxxxxx Automotive Group, except that until any notice Inc. c/o The Office of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. General Counsel 0000 Xxxxxxxxx 0000 XxxxxxxxxXxxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxxxx000 Xxxxxx, XX 00000 Xxxxxxx, XX 00000 AttnIf to Executive: To the most recent address of Executive Vice President set forth in the personnel records of the Company. (e) This Agreement supersedes any and Chief Financial Officerall agreements between the Company and Executive relating to payments upon Termination of employment or Severance Pay and may only be modified in a writing signed by the Company and Executive. (f) This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. (g) All payments hereunder shall be subject to any required withholding of federal, state, local and foreign taxes pursuant to any applicable law or regulation. (h) If any one or more provision of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal invalid or unenforceable in any respectunenforceable, such invalidity or unenforceability holding shall not affect any other provision or part of a provision of this Agreementprovisions, but and this Agreement shall be reformed construed and construed enforced as if such invalid provisions had not been included. No provision of this Agreement shall be waived unless the waiver is agreed to in writing and signed by Executive and the Chief Human Resources Officer of the Company. No waiver by either party of any breach of, or illegal of compliance with, any condition or unenforceable provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or part of a the same condition or provision had never been contained herein at another time. (i) The parties hereto acknowledge and suchagree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable to Executive under Section 409A of the Code and related Department of Treasury guidance, the Company and Executive shall cooperate in good faith to (x) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that they mutually determine to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company and/or (y) take such other actions as mutually determined to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A of the Code or to comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder.

Other Provisions. 18.1 For purposes of enumerating the Purchase Commitment, BTL are pouched in arterial and venous line pairs and each pair is counted as one MDS Product. AVF may be supplied in pairs or individually. Each AVF Code pouched as a pair shall be counted as two (a2) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONeach-equivalents for the purpose of this Agreement. All other MDS Products are counted as exxxxx. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization 18.2 All sales of both parties; provided that the Company shall cause this Agreement MDS Products to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of Schein under this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision provisions of this Agreement and shall not be subject to the terms and conditions contained in any Delivery Order of Schein, or confirmation or invoice of MDS except insofar as any such Delivery Order, confirmation or invoice establishes (i) the quantity of Codes ordered for delivery, (ii) the Due Date of such Codes, and (iii) the quantity of Codes to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition delivered at the same or at any prior or subsequent timeeach F.O.B. Location. (f) Any notice or other communication required or permitted pursuant 18.3 This Agreement contains the entire agreement between the parties relating to the MDS Products and all prior proposals, discussions, and writings by and between the parties and relating to the subject matter herein are superseded by this Agreement. None of the terms of this Agreement shall be deemed to be waived by either party or amended unless such waiver or amendment is in writing and is signed by the party to be charged with such waiver or amendment, and such writing recites specifically that it is a waiver of, or amendment to, the terms of this Agreement. 18.4 All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery: If to Schein: General Counsel Hxxxx Xxxxxx, Inc. 100 Xxxxxx Xxxx, Melville, NY 11747 If to MDS: President Medisystems Corporation 700 Xxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, XX 00000 or to such other address as to which either party may properly notify the other. All such notices and communications shall be deemed to have been duly given when given: at the time delivered or mailed by United States hand, if personally delivered; three business days after being deposited in the mail, first classpostage prepaid, postage prepaid if mailed; when receipt is acknowledged, if sent by facsimile transmission; and registered with return receipt requestedon the day delivered, addressed if sent by overnight air courier guaranteeing next day delivery. 18.5 This Agreement shall be binding upon and inure to the intended recipient at his benefit of the parties, their successors and permitted assigns. This Agreement shall be assignable by either party with the written consent of the other; provided, however, that either party may assign this Agreement to any entity controlled by or its address set forth below and, under common control with such party and in such event the assigning party shall provide the other party with written notice of such assignment. 18.6 This Agreement is deemed to have been entered into in the case State of New York and its interpretation, construction, and the remedies for its enforcement or breach are to be applied pursuant to and in accordance with the laws of the State of New York. 18.7 In the event that a notice court of competent jurisdiction holds that particular provisions or other communication requirements of this Agreement are in violation of any law, such provisions or requirements shall be enforced and shall remain in full force and effect to the Companyextent they are not in violation of any such law or are not otherwise unenforceable, directed to the attention and all other provisions and requirements of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable remain in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed full force and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and sucheffect.

Other Provisions. 8.1. Each Party hereby represents and warrants to another Party that: 8.1.1. it is a company of private limited liability duly established and legitimately operating under the laws of the Republic of Lithuania; 8.1.2. it has all the rights and authorizations to execute this Agreement and perform properly the obligations undertaken hereunder; it received all the permits, approvals and authorizations of the competent institutions, its corporate bodies and/or other persons which based on applicable legislation and internal documentation of the Parties are necessary for execution and implementation of this Agreement; 8.1.3. neither execution of this Agreement, nor performance of obligations established herein violate and breach (ai) THIS AGREEMENT WILL BE GOVERNED BYany Articles of Association of the Party or provisions of other internal documents and also any decisions, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASorders or instructions issued by the corporate bodies of the Party; (ii) any decision, EXCLUDING ANY CONFLICTS OF LAWresolution, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONorder, instruction or other document issued by court or other sate or municipal which is mandatory or applicable to the Party; (iii) any agreement, other transaction or promise to which it is a party; and also (iv) any provisions of laws or applicable legislation that is mandatory to the Party. (b) Except as otherwise indicated8.2. Besides the statements and warranties set out in Paragraph 8.1 hereof, by signing this Agreement the Lessor shall additionally represent and warrant to the Lessee, that: 8.2.1. the Lessor possesses the Premises by private ownership title; 8.2.2. the Lessor represents that during the time of execution of this Agreement the leased Premises are mortgaged to the bank AB Swedbank. 8.2.3. there are no disputes in court concerning the leased premises, premises are not seized or their use according to their direct purpose is not assignable otherwise limited; premises are not leased and are not given to any third parties on the grounds of commodate; there are no hidden defects of which the Lessor is aware of due to which the Premises could not be used according to their purpose or their utility could be decreased to the extent that if the Lessee had known about these defects, it should not have leased the Premises or should not paid for the Premises the lease fee of such amount. 8.3. It shall be deemed that representations and warranties listed herein is delivered and is accurate on a day of signing of this Agreement and on the day of delivery and acceptance of the Premises. 8.4. If the representations and warranties as well as statements set out herein were not true, the Party to which such representation, warranty or statement has been presented (aggrieved Party) shall be entitled (in addition without limiting the written authorization rights which it can exercise under the laws of both parties; provided the Republic of Lithuania) to demand from the Party which presented such representation or statement, to reimburse the direct loss suffered due to the fact that the Company aggrieved Party trusted false representation, warranty or statement and which could not have been incurred by the Party, if the representation or warranty should have corresponded to reality. 8.5. The Party shall cause undertake to refrain from disclosing the terms and conditions of this Agreement to any third parties with an exception of state institutions and creditors of the Lessor which are entitled to receive such information under the laws. Notwithstanding the confidentiality obligation set forth herein, any of the Parties shall be assumed entitled to disclose the confidential information to is employees, participants, auditors and advisors and/or consultants selected by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combinationParties. (c) Except as otherwise provided herein, the provisions 8.6. Invalidity of Paragraphs 4, 5 and 6 any provision of this Agreement shall survive not affect the termination validity of other provisions of the Agreement. The Parties agree to replace the invalid provision of the Agreement with other provision which meet the most the objective and spirit of the previous one. 8.7. The Agreement together with all its amendments, supplements and/or annexes form one agreement between the Parties and the Agreement may not be anyhow divided. 8.8. Having the ownership title to the Property passed from the Lessor to a third party, this Agreement shall be valid to the new owner of the Premises with the same terms and conditions for the entire Agreement validity time. 8.9. Any dispute arising out of this Agreement or related hereto which within 30 (thirty) days as from submission of the Party’s request regarding the performance of obligations hereunder is not resolved by negotiations, must be resolved in court of the Republic of Lithuania in accordance with the procedure established by laws of the Republic of Lithuania. 8.10. The laws of the Republic of Lithuania shall govern the relations arising between the Parties which are not regulated by this Agreement. 8.11. In the event of change of the legal addresses, numbers of bank accounts and (dor) All payments other details, the Parties must immediately notify each other of that. The Party which failed to you under fulfill this requirement shall be deprived of the right to present the claims or counterclaims that actions of the other Party performed according to the details of which it was lately aware of fails to meet the terms of the agreement or that it had not received notices which have been send according to these details. 8.12. The Parties confirm that all the terms and conditions of this Agreement will be subject to the withholding of all applicable employment taxes were discussed and income taxes; providedcoordinated individually, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf i.e. each term and condition of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b)Agreement was discussed and coordinated individually. 8.13. All the information, warnings or notices related to this Agreement must be drawn up in writing and must be send by electronic mail, fax, registered letter or courier mail (ewith confirmation about delivery) This Agreement supersedes all previous employment agreements, written or oral, between delivered against the Company and yousignature at the addresses specified in Paragraph 9 hereof. 8.14. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action registered in Kaunas Branch of Immovable Property Register of the BoardState Enterprise Center of Registers. Except as otherwise specifically provided The Agreement shall be registered at expenses of the Lessee. 8.15. The Agreement shall be signed in three copies in the Lithuanian language, each copy having the same legal authority, one copy is retained by each Party to the Agreement and third copy shall be delivered to the Kaunas Branch of Immovable Property Register of the State Enterprise Center of Registers. The Parties shall place their signatures on each page of the Agreement. 8.16. The Parties represent that they have read this Agreement, no waiver by either party hereto understood their content and the consequences of any breach by the other party hereto its performance, failure of any condition performance or provision of improper performance, or untimely performance. The Parties sign this Agreement as the document which corresponds to be performed by such other party shall be deemed a waiver the will of a subsequent breach each of such condition or provision or a waiver them and the objectives of a similar or dissimilar provision or condition at the same or at any prior or subsequent timesigning this Agreement. (f) Any notice or other communication required or permitted pursuant to the terms of 8.17. By signing this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention representative of the Board Lessor confirms that the meeting of Directors with a copy to the Secretary creditors of the Company, or to such other address Lessor has approved this Agreement draft as it is being signed and the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address Agreement draft is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more approved by decision of the provisions or parts meeting of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part creditors of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchthe Lessor.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION12.1 Neither party shall be held responsible for a delay or failure in performance under this Agreement arising out of causes beyond its control or without its fault or negligence. (b) Except as otherwise indicated12.2 This Agreement, Attachments A and B, and the Notices of Award referenced in Section 7.0 contain the entire agreement of the parties on the subject matter to which this Agreement is not assignable without relates and supersede any price proposals, discussions, and writings, by and between the written authorization parties, on such subject. 12.3 No commitment or modification hereof shall be valid or binding upon the parties unless made in writing and signed by authorized representatives of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no No waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of any other than existing or subsequent breach, nor shall any such waiver by any party be deemed to be a subsequent breach of continuing waiver. No delay or omission by any party in exercising any right hereunder, at law or in equity, or any otherwise, shall impair any such condition right, or provision or be construed as a waiver thereof, or any acquiescence therein, nor shall any single or partial exercise of a similar any right preclude other or dissimilar provision further exercise thereof, or condition at the same or at exercise of any prior or subsequent timeother right. (f) 12.4 Any payment, notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and given under shall be deemed to have been duly properly given and effective on the date of delivery if delivered in person or when delivered or mailed by United States first-class certified mail, first classpostage pre-paid, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its respective address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Companygiven below, or to such other address as the intended recipient may have theretofore furnished shall be designated by written notice to the sender in writing other party as follows: In the case of the Company: Jxxxxxx Xxxxx, CEO In the case of the Group: SWOG 12.5 The Company acknowledges that a conflict of interest does exist with a Principal of The Company and the Group, and that the Group has instituted a management plan for handling that conflict. 12.6 This Agreement shall become effective on the Effective Date and shall continue until the delivery of the final report of the results of the Study or protocol unless sooner terminated in accordance herewithwith the provisions of this Agreement. The parties hereto may, except however, extend the term of this Agreement for additional periods as desired upon mutually agreeable terms and conditions, which the parties reduce to writing and sign. 12.7 In the event that until either party hereto shall commit any notice breach of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If or default in any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision terms and conditions of this Agreement, but and shall also fail to remedy such default or breach within thirty (30) days after receipt of written notice thereof from the other party hereto, the party giving notice may, after such thirty (30) day period, at its option and in addition to any other remedies which it may have at law or in equity, terminate this Agreement by sending notice of termination in writing to the other party to such effect, and such termination shall be reformed and construed effective as if of the date of receipt of such notice. 12.8 The relationship between the parties is that of independent contractors, neither party is authorized nor shall represent itself as being authorized to act as agent for, or enter into agreements which are binding on the other party, except to the extent approved in writing in advance by the Company. Group shall not make any commitments to investigators on behalf of the Company. If any provision of this Agreement should be held invalid or illegal or unenforceable provision or part unenforceable, the remaining provisions shall be unaffected and shall remain in full force and effect, to the extent consistent with the intent of the parties as evidenced by this Agreement as a provision had never been contained herein and suchwhole. The parties have caused this Agreement to be executed by their duly authorized representatives as follows: (Company) (Group) BY: /s/ Jxxxxxx Xxxxx BY: /s/ Lxxxxxxx Xxxxx Jxxxxxx Xxxxx Lxxxxxxx X. Xxxxx, D.O. Its: Chief Executive Officer Its: Chairman Date: 2/18/11 Date: 2/22/11 SWOG - CLINICALTRIALS INITIATIVE (CTI) BY: /s/ Jxxxxxx Xxxx Jxxxxxx Xxxx, MSW Its: Executive Director, The Hope Foundation for SWOG-CTI Date: 2/22/11

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY18.1 This Agreement, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAStogether with the Principles and the Governance Rules, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement and any other documents which by their terms are expressed to be assumed by any entity supplemental to which it, even if not made between all parties to this Agreement, constitutes the Company transfers substantially all of its stock or assets or to any entity which is a successor to entire agreement between the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, parties regarding the provisions of Paragraphs 4, 5 and 6 subject matter of this Agreement and supersedes all earlier agreements of any kind regarding the same, all of which (except in the case of fraud) are hereby terminated and shall survive cease to have effect in all respects, and the termination of parties confirm that there are no collateral or supplemental agreements relating to this Agreement other than those (if any) executed contemporaneously with this Agreement. (d) All payments 18.2 Each party acknowledges that it does not rely on, and it has not been induced to you under enter into this Agreement will be subject to the withholding by, any warranty, representation, statement, agreement or undertaking of all applicable employment taxes and income taxes; providedany nature whatsoever, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except other than as otherwise specifically provided are expressly set out in this Agreement, no waiver by either . Each party hereto irrevocably and unconditionally waives any right it may have to damages or rescission or any other remedy in respect of any breach misrepresentation, warranty or undertaking, including by way of a claim or defence based on estoppel by convention, representation or otherwise, not contained in this Agreement or any collateral or supplemental agreement unless such misrepresentation, warranty or undertaking was made fraudulently. 18.3 Subject always to Clause 20.4, in its sole and absolute discretion, any party may waive (in whole or in part) any provision of, or any of its rights under, this Agreement, and may do so unconditionally or subject to any terms which it thinks fit. Unless specifically provided otherwise, the other party hereto rights and remedies of any condition person under or provision of pursuant to this Agreement are cumulative, may be exercised as often as such person considers appropriate and are in addition to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at its rights and remedies under the same or at any prior or subsequent timegeneral law. (f) 18.4 Any notice variation or other communication required or permitted pursuant to the terms waiver of this Agreement shall be void for all purposes unless: (a) subject as provided below in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below andthis Clause 20.4, in the case of a notice variation it is agreed to in writing or other communication to otherwise approved by the Companyrelevant number of Signatories as set out in Clause 5.2(b) and (as applicable); or (b) in the case of a waiver, directed to the attention it is set out in writing signed by or on behalf of the Board person granting the waiver. 18.5 Without limiting the generality of Directors with a copy to the Secretary of the CompanyClause 20.3, no party shall lose, or to such other address be precluded (permanently or temporarily) from exercising, any right or remedy which is conferred on it by this Agreement or any right or remedy which it has in connection with this Agreement under the general law as the intended recipient may have theretofore furnished to the sender a result of any delay, acquiescence or lack of diligence on its part in writing in accordance herewith, except seeking relief or by any act or course of conduct by it which would otherwise imply that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer it was affirming this Agreement (gor a related agreement) If any after a breach by one or more of the provisions other parties, nor shall any single or parts partial exercise of a any right or remedy preclude the exercise of any other right or remedy. 18.6 If any term or provision contained in of this Agreement shall for any reason be held to be is, or becomes, invalid, illegal unenforceable or unenforceable illegal, in whole or in part, under the laws of any respectjurisdiction, such invalidity term or unenforceability shall not affect any other provision or part of a provision shall to that extent be deemed not to form part of this Agreement, but the validity, enforceability or legality of the remaining provisions of this Agreement shall not be reformed impaired. 18.7 This Agreement shall have effect as a deed from the date of this Agreement. 18.8 This Agreement may be entered into in any number of counterparts and construed as if such invalid by the parties to it on separate counterparts, each of which when so executed and delivered shall be an original but shall not be effective until each party has executed at least one counterpart, but all the counterparts shall together constitute one and the same instrument. 18.9 Nothing in this Agreement shall create a partnership between the parties hereto or illegal any of them. 18.10 If any of the provisions of this Agreement are inconsistent with or unenforceable provision in conflict with any of the provisions of the Governance Rules then the Signatories shall procure that the Governance Rules are amended to conform to the provisions of this Agreement, and the Signatories shall not, to the extent permitted by law, exercise any rights conferred on them by the Governance Rules which are or part may be inconsistent or in conflict with this Agreement. 18.11 This Agreement is made for the benefit of a provision had never been contained herein the parties hereto and suchtheir successors and permitted assigns only and is not intended to benefit, and no term thereof shall be enforceable by, any other person by virtue of the Contracts (Rights of Third Parties) Act 1999.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY20.1 This Agreement, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAStogether with the Principles and the Governance Rules, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement and any other documents which by their terms are expressed to be assumed by any entity supplemental to which it, even if not made between all parties to this Agreement, constitutes the Company transfers substantially all of its stock or assets or to any entity which is a successor to entire agreement between the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, parties regarding the provisions of Paragraphs 4, 5 and 6 subject matter of this Agreement and supersedes all earlier agreements of any kind regarding the same, all of which (except in the case of fraud) are hereby terminated and shall survive cease to have effect in all respects, and the termination of parties confirm that there are no collateral or supplemental agreements relating to this Agreement other than those (if any) executed contemporaneously with this Agreement. (d) All payments 20.2 Each party acknowledges that it does not rely on, and it has not been induced to you under enter into this Agreement will be subject to the withholding by, any warranty, representation, statement, agreement or undertaking of all applicable employment taxes and income taxes; providedany nature whatsoever, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except other than as otherwise specifically provided are expressly set out in this Agreement, no waiver by either . Each party hereto irrevocably and unconditionally waives any right it may have to damages or rescission or any other remedy in respect of any breach misrepresentation, warranty or undertaking, including by way of a claim or defence based on estoppel by convention, representation or otherwise, not contained in this Agreement or any collateral or supplemental agreement unless such misrepresentation, warranty or undertaking was made fraudulently. 20.3 Subject always to Clause 20.4, in its sole and absolute discretion, any party may waive (in whole or in part) any provision of, or any of its rights under, this Agreement, and may do so unconditionally or subject to any terms which it thinks fit. Unless specifically provided otherwise, the other party hereto rights and remedies of any condition person under or provision of pursuant to this Agreement are cumulative, may be exercised as often as such person considers appropriate and are in addition to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at its rights and remedies under the same or at any prior or subsequent timegeneral law. (f) 20.4 Any notice variation or other communication required or permitted pursuant to the terms waiver of this Agreement shall be void for all purposes unless: (a) subject as provided below in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below andthis Clause 20.4, in the case of a notice variation it is agreed to in writing or other communication to otherwise approved by the Companyrelevant number of Signatories as set out in Clause 5.2(b) and (as applicable); or (b) In the case of a waiver, directed to the attention it is set out in writing signed by or on behalf of the Board person granting the waiver. 20.5 Without limiting the generality of Directors with a copy to the Secretary of the CompanyClause 20.3, no party shall lose, or to such other address be precluded (permanently or temporarily) from exercising, any right or remedy which is conferred on it by this Agreement or any right or remedy which it has in connection with this Agreement under the general law as the intended recipient may have theretofore furnished to the sender a result of any delay, acquiescence or lack of diligence on its part in writing in accordance herewith, except seeking relief or by any act or course of conduct by it which would otherwise imply that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer it was affirming this Agreement (gor a related agreement) If any after a breach by one or more of the provisions other parties, nor shall any single or parts partial exercise of a any right or remedy preclude the exercise of any other right or remedy. 20.6 If any term or provision contained in of this Agreement shall for any reason be held to be is, or becomes, invalid, illegal unenforceable or unenforceable illegal, in whole or in part, under the laws of any respectjurisdiction, such invalidity term or unenforceability shall not affect any other provision or part of a provision shall to that extent be deemed not to form part of this Agreement, but the validity, enforceability or legality of the remaining provisions of this Agreement shall not be reformed impaired. 20.7 This Agreement shall have effect as a deed from the date of this Agreement. 20.8 This Agreement may be entered into in any number of counterparts and construed as if such invalid by the parties to it on separate counterparts, each of which when so executed and delivered shall be an original but shall not be effective until each party has executed at least one counterpart, but all the counterparts shall together constitute one and the same instrument. 20.9 Nothing in this Agreement shall create a partnership between the parties hereto or illegal any of them. 20.10 If any of the provisions of this Agreement are inconsistent with or unenforceable provision in conflict with any of the provisions of the Governance Rules then the Signatories shall procure that the Governance Rules are amended to conform to the provisions of this Agreement, and the Signatories shall not, to the extent permitted by law, exercise any rights conferred on them by the Governance Rules which are or part may be inconsistent or in conflict with this Agreement. 20.11 This Agreement is made for the benefit of a provision had never been contained herein the parties hereto and suchtheir successors and permitted assigns only and is not intended to benefit, and no term thereof shall be enforceable by, any other person by virtue of the Contracts (Rights of Third Parties) Xxx 0000.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION4.1 Amit’s rights pursuant to Section 2 and Section 3 herein are alternative and not cumulative. 4.2 Except to relatives of the first degree and his legal heirs (b) Except as otherwise indicatedthe “Assignees”), this Agreement is the rights of Amit hereunder shall not assignable without be transferable or assignable. 4.3 If, prior to an Exit Event or the written authorization consummation of both parties; provided that an IPO, Amit shall dispose any of his holdings in the Company shall cause this Agreement absent the approval of Vitalife and IHCV, as long as they hold shares of the Company (such approval not to be assumed by any entity to which the Company transfers substantially all of its stock unreasonably withheld), or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, in contradiction with the provisions of Paragraphs 4the Articles of Association then in effect, 5 then as of such time, Amit or his Assignees shall lose their right to receive any payments under sub-section 2.1(b) above, or rights to receive Additional Options or Shares under Section 3.1 above, as applicable. 4.4 This Fourth Amended and 6 Restated Agreement constitutes the full and entire agreement and understanding of the Parties with respect to the subject matter hereof, terminates and replaces in its entirety, as of the date hereof, the Shareholders Agreement, and any other understandings in connection with the subject matter hereof. Each of the Parties hereby waives and relinquishes any and all rights or claims under the Shareholders Agreement. The Company agrees that prior to any future amendment in or to the Articles of Association, Amit shall have the right to consult with his legal advisors. Any such amendment, to which Amit had consented, shall be binding upon and amend the terms of this Agreement shall survive the termination of this Fourth Amended and Restated Agreement. (d) All payments to you under 4.5 The terms of this Agreement will be subject to the withholding of all applicable employment taxes Fourth Amended and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Restated Agreement may be amended or terminated only by written amendment duly executed by both parties or their legal representatives the mutual consent/agreement of Amit, the Company and authorized by action the Parties then holding the majority of the Board. Except outstanding share capital of the Company as otherwise specifically provided required and entitled to amend the Articles of Association of the Company. 4.6 This Fourth Amended and Restated Agreement may be executed in this Agreementany number of counterparts, no waiver by either party hereto each of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party which shall be deemed a waiver an original and enforceable against the parties actually executing such counterpart, and all of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at which together shall constitute one and the same or at any prior or subsequent timeinstrument. (f) Any notice or other communication required or permitted pursuant 4.7 This Fourth Amended and Restated Agreement shall be governed by and construed according to the terms laws of the State of Israel without regard to the conflict of laws provisions thereof. Any dispute arising under or in relation to this Agreement shall be resolved in writing the competent courts of Haifa only, and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed each of the parties hereby submits irrevocably to the intended recipient at his or its address set forth below and, in the case exclusive jurisdiction of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchcourts.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this 18.1 This Agreement is not assignable without contains the written authorization of both parties; provided that entire agreement between the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor parties relating to the Company DURAFLO Treatment and all prior understandings between the parties relating to the DURAFLO Treatment are superseded by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, this Agreement. None of the provisions of Paragraphs 4, 5 and 6 terms of this Agreement shall survive the termination of this Agreement. (d) All payments be deemed to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written waived or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach unless such a waiver or amendment specifically references this Agreement and is in writing signed by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent timebound. (f) Any notice or other communication 18.2 All notices and demands required or permitted to be given or made pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly effective when personally given or made or when delivered or mailed by placed in an envelope and deposited in the United States mail, first class, mail postage prepaid and registered with return receipt requestedprepaid, addressed as follows: If to the intended recipient at his or its address set forth below andBAXTER: If to ALSIUS: Xxxxxx Healthcare Corporation Alsius Corporation Cardio Vascular Group #5 Jenner, in the case of a notice or other communication to the CompanySuite 150 00000 Xxx Xxxx Xxxxxx Xxxxxx, directed to the attention of the Board of Directors with a copy to the Secretary of the CompanyXX 00000-0000 Xxxxxx, XX 00000 Attn: Xxxx Xxxxxx, Esq. Attn: Xxx Xxxxxxxx or to such other address as to which either party may notify the intended recipient other. 18.3 This Agreement may have theretofore furnished to not be assigned without the sender in writing in accordance herewithwritten consent of the other party, except that until any notice this Agreement may be assigned by either party without consent to the purchaser of change substantially all the assets of address is received, notices that party’s business to which this Agreement relates. Any attempted assignment which does not comply with the terms of this Section shall be sent void. 18.4 This Agreement is deemed to have been executed in and shall be governed by and construed according to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more laws of the provisions or parts State of a provision contained in this Agreement shall California and jurisdiction for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but nay dispute between the parties arising from this Agreement shall be reformed exclusively in the State of California. If particular portions of this Agreement are ruled unenforceable, such portions shall be deleted and construed all other terms and conditions of this Agreement shall remain in full force and effect. 18.5 If either party fails to fulfill its obligations hereunder, when such failure is due to an act of God, other actions such as if such invalid or illegal or unenforceable provision or part fire, flood, civil commotion, riot, war (declared and undeclared), revolution, action by government including delays in obtaining government approvals, embargoes, then said failure shall be excused for the duration of a provision had never been contained herein and suchsaid event IN WITNESS WHEREOF, authorized representatives of the parties have executed this Agreement. XXXXXX HEALTHCARE CORPORATION Cardio Vascular Group ALSIUS CORPORATION By: /s/ Illegible By: /s/ Xxxxxxx Xxxxxxx Title: VP of Business Dev. Title: President & CEO Date: 5/17/99 Date: 5/14/99 US Patent No. 5,047,020 EPO No. 0231573 — Xxxx Xxxxxxx, Xxxxxx, Xxxxxx Xxxxxxx Xxxxxx — 000000 Xxxxx — 0000000 • COOL LINE ™ • SQUID ™ 0 - 10,000 units 3.5% of Net Selling Price 10,001 - 25,000 units 3.0% of Net Selling Price 25,001 - 50,000 units 2.5% of Net Selling Price Over 50,000 units 2.0% of Net Selling Price July 14, 2006 Xxxx Xxxxx

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement 14.1 It is not assignable without the written authorization of both parties; provided intended that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise payments and benefits provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will comply with the requirements of Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”) or an exemption therefrom. The Agreement shall be subject interpreted, construed, administered, and governed in a manner consistent with such intent. Notwithstanding anything herein to the contrary, (i) if the Award Recipient is a “specified employee” (as defined in Section 409A), shares of Common Stock deliverable or amounts otherwise payable hereunder as a result of the Award Recipient’s termination of employment or service shall be delayed for {N3599565.2} 9 such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code and (ii) each delivery of shares of Common Stock or payment in a series of deliveries or payments hereunder shall be deemed to be a separate payment for purposes of Section 409A. While each Incentive is intended to be structured in a manner to avoid the implication of any penalty taxes under Section 409A, in no event whatsoever shall the Company be liable for any additional tax, interest, or penalties that may be imposed on the Award Recipient as a result of Section 409A or any damages for failing to comply with Section 409A (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A). To the extent that any Incentive constitutes “nonqualified deferred compensation” for purposes of all applicable Section 409A, any settlement of the Incentive otherwise scheduled to occur prior to the sixtieth (60th) day following the Award Recipient’s termination of employment taxes hereunder, but for the Release Condition, shall not be made until the sixtieth (60th) day. 14.2 The Plan and income taxes; provided, however, that at your request this Agreement contain the entire agreement between the parties hereto will use reasonable efforts with respect to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and yousubject matter contained herein. This Agreement may not, without the Award Recipient’s consent, be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of modified so as to materially adversely affect the Board. Except as otherwise specifically provided in Award Recipient’s rights under this Agreement, no waiver except (i) as provided in the Plan, as it may be amended from time to time in the manner provided therein, or (ii) by either party hereto a written document signed by each of any breach by the parties hereto. Any oral or written agreements, representations, warranties, written inducements, or other party hereto communications with respect to the subject matter contained herein made prior to the execution of any condition or provision the Agreement shall be void and ineffective for all purposes. 14.3 Among other things, the Offer Letter contemplated the issuance of a long-term incentive award as a one-time promotion grant, the vesting of 60% of which was to be performance-based (such portion, the “Performance-Based Promotion Grant”). Each of CenturyLink and the Award Recipient agree and acknowledge that the Award is being granted to the Award Recipient in full satisfaction of the promise to grant the Performance-Based Promotion Grant. To the extent this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to changes the terms of the Offer Letter, this Agreement shall be in writing deemed to be an amendment to, and shall be deemed to have been duly given when delivered form a part of, the Offer Letter. 14.4 Nothing expressed or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained implied in this Agreement is intended or shall for be construed to confer upon or give any person, other than the parties hereto and their successors, assigns, heirs, executors, administrators, or legal representatives, any rights or remedies under, or by reason be held to be invalidof, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BYThis Agreement shall be binding upon the heirs, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASexecutors, EXCLUDING ANY CONFLICTS OF LAWadministrators, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONsuccessors and assigns of Employee and Xxxxxx, including any successor to or assign of Xxxxxx. (b) Except as otherwise indicatedUpon the end of Employee’s employment with Xxxxxx for any reason, the provisions of this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor survive to the Company by reorganizationextent necessary to give effect to the provisions herein, incorporationincluding Sections 3, merger or similar business combination4 and 5. (c) Except as otherwise The headings and captions are provided herein, the provisions of Paragraphs 4, 5 for reference and 6 of this Agreement convenience only and shall survive the termination not be considered part of this Agreement. (d) All payments Employee also covenants to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting reasonably cooperate with Xxxxxx if Employee is needed as a portion of your annual bonuses to charitable organization(s) chosen by you witness in accordance with Paragraph 3(b)any litigation or legal matters involving Xxxxxx. (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of be delivered under this Agreement shall be (i) in writing writing, (ii) delivered personally, by nationally recognized overnight courier service or by certified or registered mail, first-class postage prepaid and shall be return receipt requested, (iii) deemed to have been duly given when delivered received on the date of delivery or mailed by United States mailon the third business day after mailing, first class, postage prepaid and registered with return receipt requested, (iv) addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, as follows (or to such other address as the intended recipient may have theretofore furnished party entitled to the sender in writing notice shall later designate in accordance herewithwith these terms): If to Xxxxxx: Xxxxxx Automotive Group, except that until any notice Inc. c/o The Office of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. General Counsel 0000 Xxxxxxxxx 0000 XxxxxxxxxXxxxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxxxx000 Xxxxxx, XX 00000 Xxxxxxx, XX 00000 AttnIf to Employee: Executive Vice President To the most recent address of Employee set forth in the personnel records of Xxxxxx. (f) This Agreement supersedes any and Chief Financial Officerall prior agreements between Xxxxxx and Employee relating to payments upon Termination of employment or Severance Pay and may only be modified in a writing signed by Xxxxxx and Employee. (g) This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. (h) All payments hereunder shall be subject to any required withholding of federal, state, local and foreign taxes pursuant to any applicable law or regulation. (i) If any one or more provision of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal invalid or unenforceable in any respectunenforceable, such invalidity or unenforceability holding shall not affect any other provision or part of a provision of this Agreementprovisions, but and this Agreement shall be reformed construed and construed enforced as if such invalid provisions had not been included. No provision of this Agreement shall be waived unless the waiver is agreed to in writing and signed by Employee and the Chief Human Resources Officer of Xxxxxx. No waiver by either party of any breach of, or illegal of compliance with, any condition or unenforceable provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or part of a the same condition or provision had never been contained herein at another time. (j) The parties hereto acknowledge and suchagree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, in the event that Xxxxxx determines that any amounts payable hereunder will be immediately taxable to Employee under Section 409A of the Code and related Department of Treasury guidance, Xxxxxx and Employee shall cooperate in good faith to (x) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that they mutually determine to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for Xxxxxx and/or (y) take such other actions as mutually determined to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A of the Code or to comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BYThis Agreement will be governed by, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASconstrued and enforced in accordance with the laws of the State of Texas, EXCLUDING ANY CONFLICTS OF LAWexcluding any conflicts of law, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONrule or principle that might otherwise refer to the substantive law of another jurisdiction. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause may assign this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided . In the event of any such transfer or assignment by the Company, the rights and privileges of the Board hereunder shall be vested in the Board of Directors or other governing body of the transferee or successor entity, and the protection afforded to the Company's affiliates hereunder shall extend to the affiliates of such transferee or successor entity. However, notwithstanding anything to the contrary contained herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject binding upon any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, and the Company will require any such successor by agreement, in form and substance satisfactory to you, to expressly assume and agree to perform this Agreement in the same manner and to the withholding same extent that the Company would be required to perform if no such succession had taken place. In addition to your rights above, if a change in control of all applicable employment taxes and income taxes; providedthe Company occurs as described in Paragraph 2(c) above, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow failure of the Company to make charitable contributions on behalf obtain such agreement prior to the effectiveness of the employee by redirecting any such succession shall be a portion breach of your annual bonuses this Agreement and shall entitle you to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between compensation from the Company in the same amount and youon the same terms as you would be entitled to hereunder if you resigned your employment due to a constructive termination as described in Paragraph 2(c) above, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided As used in this Agreement, no waiver the "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Paragraph 7(b) or which otherwise becomes bound by either party hereto of any breach by all the other party hereto of any condition or provision terms and Mr. Xxxxxxx Xxxxxxxxx Page 11 May 8, 1997 provisions of this Agreement to be performed by such other party operation of law. This Agreement and all rights of the parties hereto shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant inure to the terms benefit of this Agreement shall and be in writing enforceable by the parties hereto, their assigns, personal or legal representatives, executors, administrators, successors, heirs, distributees, devises and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchlegatees.

Other Provisions. 4.1 The obligations set forth in this Non-Disclosure Agreement shall bind the Parties for a period of ten (a10) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without years from the written authorization date of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all disclosure of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 Information and 6 of this Agreement such obligations shall survive the termination or earlier expiration of this Agreement. All material embodying Information or relevant information related thereto, including all copies of any kind or form shall be returned to the Disclosing Party or destroyed in a verifiable way upon the written request of the Disclosing Party. 4.2 No license to a Party hereto, under any trademark, patent, copyright or any other intellectual property right or other right, is either granted or implied by the conveying of information to such Party. 4.3 This agreement further applies to Confidential Information already disclosed to the Recipient by the Disclosing Party. By signing this agreement, the Recipient certifies that any Confidential Information already disclosed to the Recipient by the Disclosing Party has not been disclosed. This previously disclosed Confidential Information is under the same rules and restrictions outlined in this document for future disclosure of Confidential Information. 4.4 This Agreement and all disputes, claims or causes of action arising out of or relating to this Agreement (d"Disputes”) All payments will be governed by the laws of the State of Texas, without regard to you under that State’s conflict of law principles. The Parties agree that the appropriate, exclusive and convenient forum (the "Forum") for any Disputes will be in the State and federal courts located in Dallas, TX. The Parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of such courts for any Disputes and agree not to commence any action, suit or proceeding relating thereto except in such courts, and further agree that service of any process, summons, notice or document by U.S. registered mail to the address set forth above will be effective service of process for any action, suit or proceeding brought against a Party in any such court. The Parties hereby irrevocably and unconditionally waive any objection which they may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Forum, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. THE PARTIES EACH WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. 4.5 If any provision of this agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will be subject to the withholding of all applicable employment taxes remain in full force and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and youeffect. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or Any provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition held invalid or provision unenforceable only in part or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant degree will remain in full force and effect to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be extent not held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchunenforceable.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BYThis Supply Agreement, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASAddendums, EXCLUDING ANY CONFLICTS OF LAWamendments and work orders thereto, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONtogether with the provisions of the Quality Agreement that are incorporated by reference herein, contain the entire agreement between the Parties relating to the subject matter of this Supply Agreement and any other understandings between the Parties relating to the subject matter of this Supply Agreement are superseded by this Supply Agreement. None of the terms of this Supply Agreement shall be deemed to be waived or amended by either Party unless such a waiver or amendment specifically references this Supply Agreement and is in writing signed by the Party to be bound. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 All notices and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication demands required or permitted to be given or made pursuant to the terms of this Supply Agreement shall be in writing and shall be deemed to have been duly effective when personally given or when delivered or mailed by placed in an envelope and deposited in the United States mail, first class, mail postage prepaid and registered with return receipt requestedprepaid, addressed as follows: If to the intended recipient at his or its address set forth below andCerus: If to Xxx Xxxxxxx: Cerus Corporation Ash Xxxxxxx Inc. 0000 Xxxxxxxx Xxxxx 861 Xxxx X. Lodge Freeway Concord, in the case of a notice or other communication to the CompanyCA 94520 Detroit, directed to the attention of the Board of Directors with a copy to the Secretary of the CompanyMI 48202-3398 Attention: Vice President, Legal Affairs Attention: President or to such other address as to which either Party may notify the intended recipient may have theretofore furnished other. (c) This Supply Agreement shall be binding upon and inure to the sender benefit of the Parties, their successors and assigns. This Supply Agreement shall be assignable: (i) by Xxxxx, in whole or in part, without the consent of Xxx Xxxxxxx to any Affiliate of Cerus; (ii) by either Party with the written consent of the other; or (iii) by either Party without the consent of the other to the purchaser of substantially all the assets of its business to which this Supply Agreement relates. Any attempted assignment that does not comply with the terms of this Section shall be void. (d) This Supply Agreement is deemed to have been executed in and shall be governed by and construed according to the laws of the State of Michigan, applicable to contracts made and to be performed in that State. If particular portions of this Supply Agreement are ruled unenforceable, such portions shall be deleted and all other terms and conditions of this Supply Agreement shall remain in full force and effect. (e) Unless expressly approved in advance and in writing by Xxxxx, respectively, Xxx Xxxxxxx shall make no reference to Cerus or to the subject matter of this Supply Agreement in accordance herewithany publicity, except that until any notice advertising or other public statements or documents either during or after the Term of change of address is receivedthis Supply Agreement. This shall not apply to such reference or disclosure required by law or governmental agency. Notwithstanding the foregoing, notices Xxx Xxxxxxx shall be sent authorized to publicly disclose that it is a contract manufacturer to Cerus for the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxxsynthesis of the Product. (f) The relationship of the Parties under this Supply Agreement shall be and at all times remains one of independent contractors. No Party is an employee, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officeragent or legal representative of the other Party or shall have any authority to assume or create obligations on the other Party’s behalf. (g) If any one Cerus or more Xxxxx’ designee (with Xxxxx’ authorization) may audit upon reasonable notice Xxx Xxxxxxx manufacturing (excluding confidential cost information) and quality books and records once per calendar year for the purpose of confirming compliance with the terms of this Supply Agreement. (h) Xxx Xxxxxxx shall manufacture and supply Products exclusively for Cerus and Cerus’ designees pursuant to this Supply Agreement. Xxx Xxxxxxx shall not during the Term and for a period of [ * ] following the expiration of the provisions Term or parts termination pursuant to an uncured material breach by Xxx Xxxxxxx of a provision contained in this Agreement shall for any reason be held Supply Agreement, manufacture or supply Products or substantially equivalent products to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision person or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and suchentity anywhere in the world without Cerus’ express written permission.

Other Provisions. a.) The LESSOR hereby grants to LESSEE an option to renew for an additional one (a1) THIS AGREEMENT WILL BE GOVERNED BYfive year term upon the same terms and conditions as herein contained at fair market value, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXASand in the event that they are unable to agree, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTIONthe fair market value rent shall be arbitrated in accordance with the rules of the American Arbitration Association. Notice of exercise of the option shall be delivered or sent by LESSEE (or its representative) by registered mail or certified mail addressed to LESSOR not later 90 days prior to the expiration date of this Lease. (bb.) Except as otherwise indicatedhereinbefore provided, if LESSEE holds over or continues in possession of the premises after the expiration of this Agreement is not assignable lease and without the written authorization execution of both parties; provided a new lease, the tenancy thus created shall be one from month to month. All covenants, obligations, conditions and agreements herein contained shall so far as applicable apply to all extensions of the terms hereof and to all holding over by the LESSEE as a tenant at will except that the Company shall cause this Agreement rent to be assumed paid for such holding over will be negotiated. c.) LESSEE agrees to strictly abide by all section of Massachusetts General Law Chap 21E (Hazardous Waste Regulations), including but not limited to, the proper disposal and storage of hazardous waste materials, and LESSEE agrees to indemnify and hold LESSOR harmless from and against any entity costs or expenses under this chapter relating directly or indirectly to which activities conducted by the Company transfers substantially all LESSEE. d.) Neither the LESSOR nor the LESSEE have relied on any representation of its stock the Broker regarding the financial stability or assets or capability of either party. Both LESSOR and LESSEE agree to hold Broker harmless for any entity which is a successor financial cost incurred by either party for any matter related to this lease. e.) Upon the execution of this lease the LESSEE shall pay to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided hereinLESSOR, the provisions amount of Paragraphs 4$6,517.50, 5 which represent rent for the month of February, 1997 ($2,172.50) and 6 of this Agreement shall survive the termination of this Agreement. security deposit (d) All payments to you under this Agreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b$4,345.00). f.) It is further understood and agreed that the LESSOR will at its sole cost and expense remove from the demised premises one office and the kitchen area as shown and highlighted in blue on the attached plan (eExhibit A). In addition, LESSOR agrees that it will repaint any walls already painted in the warehouse as well as paint the warehouse floor. LESSOR shall replace carpet and ceiling tiles as needed and paint the offices. LESSOR shall repair railing on rear stairs. g.) This Agreement supersedes Any and all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action broker fees due as a result of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision execution and/or performance of this Agreement to be performed by such other party Lease shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent timepaid by LESSOR. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such

Other Provisions. 13.1 This Agreement shall inure to the benefit of and be binding upon (ai) THIS AGREEMENT WILL BE GOVERNED BYthe Company and its successors and assigns and (ii) the Executive and the Executive's heirs and legal representatives, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided except that the Company shall cause this Agreement to be assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5 Executive's duties and 6 of this Agreement shall survive the termination of this Agreement. (d) All payments to you responsibilities under this Agreement are of a personal nature and will not be subject assignable or delegable in whole or in part without the Company's prior written consent. 13.2 The Executive represents and warrants (i) that he has no obligations, contractual or otherwise, inconsistent with the Executive's obligations set forth in this Agreement, and (ii) that all of his responses to the withholding of all applicable employment taxes and income taxes; providedany requests, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company to make charitable contributions by or on behalf of the employee by redirecting a portion of your annual bonuses to charitable organization(s) chosen by you Company, for information and/or documents, in accordance connection with Paragraph 3(b). (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action Company's hiring of the Board. Except as otherwise specifically provided in Executive and/or with the negotiation of this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of are truthful and complete. 13.3 All notices and statements with respect to this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall must be in writing and shall be delivered by certified mail return receipt requested; hand delivery with written acknowledgment of receipt; FAX transmission with machine-printed confirmation of delivery; or overnight courier with delivery-tracking capability. Notices to the Company shall be addressed to the Company's general counsel at the Company's then-current principal operating office. Notices to the Executive may be delivered to the Executive in person or to the Executive's then-current home address as indicated on the Executive's pay stubs or, if no address is so indicated, as set forth in the Company's payroll records. 13.4 This Agreement sets forth the entire agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement. 13.5 Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void. 13.6 If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction. 13.7 This Agreement will be governed and interpreted under the laws of the United States of America and of the State of Texas law as applied to contracts made and carried out in entirely Texas by residents of that State. 13.8 No failure on the part of any party to enforce any provisions of this Agreement will act as a waiver of the right to enforce that provision. 13.9 Termination of the Employment, with or without cause, will not affect the continued enforceability of this Agreement. 13.10 Section headings are for convenience only and shall not define or limit the provisions of this Agreement. 03.11 This Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. A copy of this Agreement manually signed by one party and transmitted to the other party by FAX or in image form via email shall be deemed to have been duly given when executed and delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case signing party as though an original. A photocopy of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices this Agreement shall be sent to the following addresseseffective as an original for all purposes. (Continued on next page) PAGE 13 14 EXECUTIVE: IF TO YOU: IF TO THE COMPANY: EDWXXX X. Xxxxx Xxxxx Dynegy Inc. 0000 Xxxxxxxxx 0000 XxxxxxxxxXXXXXX SCHEDULE 1 --------------------------------------------------------------------------------------------------------------------- Effective Date May 1, Xxxxx 0000 Xxxxxxxx, XX 00000 Xxxxxxx, XX 00000 Attn: Executive 2001 -------------------------- ------------------------------------------------------------------------------------------ Position Senior Vice President and Chief Financial Officer (g) If any . In addition, if so requested by the Company's CEO or Board of Directors, the Executive will also serve as an officer or director of one or more subsidiaries of the provisions or parts of a provision contained in this Agreement shall Company. -------------------------- ------------------------------------------------------------------------------------------ Initial salary $16,666.67 per month (equivalent to $200,000 per year) -------------------------- ------------------------------------------------------------------------------------------ On-Target Amount $200,000 -------------------------- ------------------------------------------------------------------------------------------ Minimum annual vacation 20 days. See Section 4.6. -------------------------- ------------------------------------------------------------------------------------------ Specific benefits Reserved parking space -------------------------- ------------------------------------------------------- ---------------------------------- Severance Period A. Upon termination by Company for Cause None ------------------------------------------------------- ---------------------------------- B. Upon termination by Company None. See Section 5.4. for Disability ------------------------------------------------------- ---------------------------------- C. Upon termination by Company 12 months for any other reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect no reason ------------------------------------------------------- ---------------------------------- D. If the Executive Resigns for Good Reason 12 months ------------------------------------------------------- ---------------------------------- E. If the Executive resigns for None any other provision reason or part of a provision of no reason ------------------------------------------------------- ---------------------------------- THIS AGREEMENT CONTAINS PROVISIONS REQUIRING BINDING ARBITRATION OF DISPUTES, WHICH HAVE THE EFFECT OF WAIVING EACH PARTY'S RIGHT TO A JURY TRIAL. By signing this Agreement, but this Agreement shall be reformed the Executive acknowledges that the Executive (1) has read and construed as if such invalid or illegal or unenforceable provision or part understood the entire Agreement; (2) has received a copy of a provision had never been contained herein and suchit