SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS

Exhibit 10.22

SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS

This Separation Agreement and General Release of Claims (this “Agreement”) is entered into as of May 17, 2023 by and between Xxxxxxxxx Xxxxxxxxx (“Executive”) and Talen Energy Corporation, a Delaware limited liability Corporation (the “Company,” and collectively with its direct and indirect subsidiaries, the “Company Group”). Executive and the Company Group are referred to herein collectively as the “Parties” and individually as a “Party.”

WHEREAS, Executive and the Company entered into an Employment Agreement, dated December 6, 2016, as amended on December 14, 2020 and November 1, 2021 (collectively, the “Employment Agreement”), pursuant to which Executive was employed most recently as Chief Executive Officer and President of the Company and certain subsidiaries of the Company;

WHEREAS, Executive served as a director on the Board of Directors of the Company and certain subsidiaries of the Company;

WHEREAS, Executive and Talen Energy Supply, LLC and its subsidiaries entered into: (i) a Talen Retention Bonus Award letter, dated November 4, 2021 (the “Retention Bonus Award”), (ii) an Amended and Restated Talen Retention Bonus Award letter, dated April 22, 2022 (the “Amended Retention Bonus Award”), and (iii) a Changes to Short-Term Incentive Program Awards letter, dated April 22, 2022 (the “STI Award”) (collectively, with the Retention Bonus Award and Amended Retention Bonus Award, the “Award Agreements”);

WHEREAS, Talen Energy Supply, LLC adopted a key employee incentive plan, as approved by the United States Bankruptcy Court for the Southern District of Texas pursuant to the Order Approving Debtors’ Key Employee Incentive Program, entered on August 15, 2022 [Docket No. 1071] (the “Key Employee Incentive Plan”), pursuant to which Executive was granted certain XXXX Awards (as defined therein);

WHEREAS, pursuant to Section 7(b) of the Employment Agreement, the Company Group provided written notice to Executive, dated April 12, 2023, of Executive’s termination without Cause from the Company Group;

WHEREAS, terms used and not defined herein have the meanings set forth in the Employment Agreement; and

WHEREAS, the Parties wish to enter into this Agreement to memorialize their agreement with respect to resolving all claims relating to, and arising from, Executive’s employment and the termination without Cause of Executive’s employment with the Company Group, effective May 17, 2023 (the “Separation Date”).

NOW, THEREFORE, in consideration of the promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows:

1. Separation from Employment. The Parties agree that Executive’s employment with the Company Group ended on the Separation Date. As of the Separation Date, Executive: (i) no longer has an employment relationship with the Company Group or any other Company Party (as defined below); (ii) to the extent applicable, Executive is deemed to have been resigned from any other positions as an officer, director, or manager of the Company Group or, as applicable, any other Company Party; and (iii) no

longer serves on any committees of the Company Group or any Company Party. To the extent applicable, Executive agrees to execute any necessary documentation presented by the Company Group to effectuate all such resignations and/or removals from such offices and/or positions held by Executive. Executive agrees that, after the Separation Date, Executive shall not represent himself as being an employee, officer, principal, partner, agent, or representative of the Company Group for any purpose, and shall have no authority to enter into any agreements, incur any costs, or take any action that would otherwise bind the Company Group or any Company Parties on behalf of the Company Group.

2.Accrued Benefits. Regardless of whether or not Executive signs this Agreement, Executive will receive the following in accordance with Section 7(f)(i) of the Employment Agreement: (i) his accrued and unpaid Base Salary and accrued and unused vacation through the Separation Date; (ii) reimbursement of any unreimbursed expenses incurred through the Separation Date and substantiated in accordance with Section 5 of the Employment Agreement; and (iii) Executive’s accrued and vested benefits under the terms of the applicable employee retirement, welfare, and fringe benefit plans and programs in which he is a participant immediately prior to the Separation Date, including but not limited to the Key Employee Incentive Plan (collectively, the “Accrued Benefits”). For the avoidance of doubt: (A) Executive’s Second Bonus Installment (as defined in the Amended Retention Bonus Award) shall be deemed vested and not subject to clawback by the Company Group, (B) the STI Award is fully vested and not subject to clawback by the Company Group, and (C) Executive remains entitled to a pro-rata portion of the XXXX Award (or, if applicable, the full portion of the XXXX Award with respect to the Asset Sale Metric) for the current Performance Period in accordance with Section 5.2 of the Key Employee Incentive Plan. Executive acknowledges that he has already been paid by the Company his Annual Bonus for the prior Bonus Year (as such terms are defined in the Employment Agreement).

3.Severance Payment and Benefits. In consideration for and provided that Executive (i) timely executes and returns this Agreement, signed by him, in the manner described in Section 25 of this Agreement; (ii) does not exercise his revocation right, discussed in Section 9 of this Agreement; and (iii) abides by his commitments set forth in this Agreement, including but not limited to his continuing obligations under Sections 9, 10, 11, and 13 of the Employment Agreement, then Executive shall receive the following payments and benefits, less any payroll deductions required by law, which shall be in lieu of any other payments or benefits to which he otherwise might be entitled:

(a)Severance payments to Executive in a total amount equal to the sum of: (x) twelve (12) months’ worth of Executive’s Base Salary for the year of the Separation Date (equal to $1,261,750), and (y) Executive’s Target Bonus for the Bonus Year in which termination occurs (equal to $2,523,500 for the year of 2023), which is to be paid in a single lump sum payment that is placed in escrow upon the Company’s emergence from bankruptcy and to be paid on the Effective Date of this Agreement (as defined in Section 25 below), less any applicable withholdings and deductions; and

(b)If Executive elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and/or sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company Group shall reimburse Executive for such coverage as specified in Section 7(f)(i) of the Employment Agreement (collectively, Sections 3(a) and (b) herein, the “Severance Payment and Benefits”).

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4.Equity Interests. In entering into this Agreement, Executive expressly acknowledges and agrees that:

(a)Immediately prior to the Separation Date, Executive held 117.767 Series B Units (the “Raven Units”) in Raven Power Holdings LLC (“Raven Power”), a Delaware limited liability company, subject to the terms and conditions set forth in the Amended and Restated Limited Liability Corporation Agreement of Raven Power, dated October 28, 2013, as amended on April 1, 2014 (the “Raven Power LLC Agreement”), and the Raven Power Incentive Unit Award Agreement, dated September 22, 2017, as amended on December 5, 2017 (collectively, the “Raven Power Incentive Unit Award Agreement”). Executive acknowledges and agrees that 47.107 of the Series B Units in Raven Power issued to him pursuant to the Raven Power Incentive Unit Award Agreement remain unvested as of the Separation Date, and in accordance with the Raven Power Inventive Unit Award Agreement and the Raven Power LLC Agreement, all such unvested Series B Units in Raven Power (and all rights arising from such unvested Series B Units in Raven Power and from being a holder thereof) shall be forfeited to Raven Power without consideration on the Separation Date. Executive acknowledges and agrees this his vested Series B Units in Raven Power continue to be subject to the terms and conditions of the Raven Power LLC Agreement and the Raven Power Incentive Unit Award Agreement. All terms within this Section 4(a) that are not otherwise defined in this Agreement shall be defined as provided in the Raven Power Incentive Award Unit Agreement.

(b)Immediately prior to the Separation Date, Executive held 150,000 Series X-x Units (the “Midco Units”) in Talen Midco LLC, a Delaware limited liability Corporation (“Midco”), subject to the terms and conditions set forth in the Amended and Restated Limited Liability Corporation Agreement of Midco, dated as of September 22, 2017 (the “Midco LLC Agreement”), and the Incentive Unit Award Agreement, dated September 22, 2017 (the “X-x Midco Award Agreement”). Executive acknowledges and agrees that 60,000 of the Series X-x Units in Midco issued to him pursuant to the X-x Midco Award Agreement remained unvested as of the Separation Date and, in accordance with the X-x Midco Award Agreement and the Midco LLC Agreement, all of such unvested Series X-x Units in Midco (and all rights arising from such unvested X-x Midco Incentive Units and from being a holder thereof) shall be forfeited to Midco without consideration on the Separation Date. Executive acknowledges and agrees this his vested Series X-x Units in Midco continue to be subject to the terms and conditions of the Midco LLC Agreement and the X-x Midco Award Agreement. All terms within this Section 4(b) that are not otherwise defined in this Agreement shall be defined as provided in the X-x Midco Award Agreement.

(c)Immediately prior to the Separation Date, Executive held 1,000,000 Class A Units (the “Cumulus Units”) in Cumulus Digital Holdings LLC, a Delaware limited liability Corporation (“Cumulus Holdings”), subject to the terms and conditions set forth in the Second Amended and Restated Limited Liability Company Agreement of Cumulus Holdings, dated as of September 29, 2022 (the “Cumulus Holdings LLC Agreement”). Executive purchased the Cumulus Units in cash and such Cumulus Units shall remain the property of Executive following the Separation Date. Executive acknowledges and agrees that his Class A Units in Cumulus Holdings continue to be subject to the terms and conditions of the Cumulus Holdings LLC Agreement. All terms within this Section 4(c) that are not otherwise defined in this Agreement shall be defined as provided in the Cumulus Holdings LLC Agreement.

(d)Executive and the Company entered into a Make-Whole Bonus letter, dated September 22, 2017 (the “Make-Whole Bonus”). Executive acknowledges and agrees that any payments due or payable to him under the Make-Whole Bonus continue to be subject to the terms and conditions of the Make-Whole Bonus.

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(e)Other than his vested Series B Units in Raven Power, his vested Series X-x Units in Midco, and his Cumulus Units, Executive does not hold (or have any rights to hold) any other interests in Raven Power, Midco, or any other Company Party (as defined in Section 6 below). Executive further acknowledges and agrees that, notwithstanding anything to the contrary in the Raven Power LLC Agreement, Raven Power Incentive Unit Award Agreement, Midco LLC Agreement, or the B-1 Midco Award Agreement, at any time following the Separation Date, Raven Power and Midco shall have the right (but not the obligation) to repurchase, in accordance with the applicable terms of the Raven Power Incentive Unit Award Agreement and X-x Midco Award Agreement, any or all of the vested Series B Units in Raven Power or the vested X-x Units in Midco.

(f)Executive represents that he has not assigned, transferred, alienated, encumbered, hypothecated, sold, delivered, mortgaged, pledged, or granted options or rights to purchase any of his vested Series B Units in Raven Power, his vested X-x Units in Midco, his Cumulus Units, his rights to payment under the Make-Whole Bonus, or any other Awarded Units (as defined in the Raven Power Incentive Award Unit Agreement, the X-x Midco Award Agreement, and the Make-Whole Bonus) and Executive will not do so. Executive further represents that Executive is the sole owner of his vested Series B Units in Raven Power, his vested X-x Units in Midco, and his Cumulus Units, subject to the terms and conditions of the Raven Power LLC Agreement, Raven Power Incentive Unit Award Agreement, Midco LLC Agreement, the X-x Midco Award Agreement, and the Cumulus Holdings LLC Agreement. Executive further agrees, covenants, and warrants that, in the event of Executive’s death, all of the representations, releases, and covenants made and agreed to by Executive in this Section 4 shall be binding upon Executive’s estate and heirs.

5.Satisfaction of All Leaves and Payment Amounts; Prior Rights and Obligations. In entering into this Agreement, Executive expressly acknowledges and agrees that Executive has received all leaves (paid and unpaid) to which Executive was entitled during Executive’s employment with the Company Group and any other Company Party (as defined below) and Executive has received all wages, bonuses, and other compensation, been provided all benefits, been afforded all rights and been paid all sums that Executive is owed and has been owed by the Company Group and any other Company Party as of the date that Executive executes this Agreement (the “Signing Date”), including all payments arising out of all Award Agreements, the Employment Agreement, any incentive plans, and any other bonus arrangements, in each case (x) to the extent required under the various agreements that Executive entered into with the Company Group and any other Company Party and (y) subject to the payments and rights contemplated in Sections 2, 3 and 4 above. For the avoidance of doubt, Executive acknowledges and agrees that Executive had no right to any of the Severance Payment and Benefits described in Section 3 above (or any portions thereof) but for Executive’s entry into this Agreement.

6.Release of Liability and Claims.

(a) In consideration of Executive’s receipt of the Severance Payment and Benefits (and any portion thereof), Executive hereby forever releases, discharges, and acquits the Company Group, its affiliates, and each of the foregoing entities’ respective past, present, and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, insurers, employees, agents, attorneys, heirs, predecessors, successors, and representatives in their personal and representative capacities, as well as all employee benefit plans maintained by any Company Party and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Parties” or any one, individually, a “Company Party”), from liability for, and Executive hereby waives, any and all claims, damages, or causes of action of any kind related to Executive’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter

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occurring or existing on or prior to the Signing Date, including (i) any alleged violation through such date of: (A) any federal, state, or local anti-discrimination or anti-retaliation law, including the Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, and Sections 1981 through 1988 of Title 42 of the United States Code, as amended; and the Americans with Disabilities Act of 1990, as amended, the Texas Labor Code (including the Texas Payday Law the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act), as amended; (B) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the Occupational Safety and Health Act, as amended; (E) the Family and Medical Leave Act of 1993; (F) any federal, state or local wage and hour law; (G) any other local, state or federal law, regulation or ordinance; or (H) any public policy, contract, tort, or common law claim or claim for fiduciary duty or breach thereof or claim for fraud or misrepresentation or fraud of any kind; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, a Released Claim; (iii) any and all rights, benefits or claims Executive may have under any retention, change in control, bonus, or severance plan or policy of any Company Party or any retention, change in control, bonus, or severance-related agreement that Executive may have or have had with any Company Party other than the rights described herein; (iv) any and all rights, benefits, or claims Executive may have under any employment contract (including the Employment Agreement), the Award Agreements, any equity-based compensation plan or arrangement, any incentive compensation plan or other bonus arrangements, any limited liability company agreements, and any other agreement; and (v) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). In no event shall the Released Claims include (a) any claim that first arises after the Signing Date, (b) any claim or right Executive may have under this Agreement, under the Raven Power LLC Agreement, the Raven Power Incentive Unit Award Agreement, the X-x Midco Award Agreement, the Midco LLC Agreement, and/or the Cumulus Holdings LLC Agreement, (c) any claim for indemnification, including pursuant to the Indemnification Agreement entered into by the Parties on December 6, 2016, and any claim pursuant to directors and officers liability insurance, (d) any claim to vested benefits under an employee benefit plan governed by XXXXX, (e) any claim under any equity award agreement (other than the Raven Power Incentive Unit Award Agreement and the X-x Midco Award Agreement), unitholders agreement, or other agreement respecting Executive’s equity ownership in the Company or any other Company Party that survives the Separation Date, or (f) any claim to recovery to which Executive may be entitled pursuant to any applicable workers’ compensation and unemployment insurance laws. This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Xxxxxxxxx is simply agreeing that, in exchange for the consideration received by him pursuant to Section 3 above, any and all potential claims of this nature that Executive may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised, and waived. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

(b) Notwithstanding this release of liability, nothing in this Agreement prevents Executive from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission, National Labor Relations Board, Occupational Safety and Health Administration, Securities and Exchange Commission, or other federal, state, or local governmental agency or commission or comparable state or local agency (collectively “Governmental Agencies” and each a “Governmental Agency”), reporting in good faith a possible violation of law to a Government Agency under such agency’s applicable whistleblower program, or participating in or cooperating with any investigation or proceeding conducted by a Government Agency; however,

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Executive understands and agrees that Executive is waiving any and all rights to recover any monetary or personal relief or recovery as a result of a Government Agency proceeding or subsequent legal actions.

7.Representations. Executive represents and warrants that, as of the date he signs this Agreement, Executive has not filed any claims, complaints, charges, or lawsuits against any of the Company Parties with any Governmental Agency or with any state or federal court or arbitrator for or with respect to a matter, claim, or incident that occurred or arose out of one or more occurrences that took place on or prior to the Signing Date. Executive further represents and warrants that Executive has made no assignment, sale, delivery, transfer, or conveyance of any rights Executive has asserted or may have against any of the Company Parties with respect to any Released Claim. The Company Group represents that it is not currently aware of any facts or circumstances that may constitute or otherwise form the basis for a Cause termination under the Employment Agreement.

8.Executive’s Acknowledgements. By executing and delivering this Agreement, Executive expressly acknowledges that:

(a)Executive has carefully read this Agreement and has had sufficient time (and at least twenty-one (21) days) to consider this Agreement before the execution and delivery to the Company Group;

(b)Executive has been advised, and xxxxxx is advised in writing, to discuss this Agreement with an attorney of Executive’s choice and Executive has had adequate opportunity to do so prior to executing this Agreement;

(c)Executive fully understands the final and binding effect of this Agreement; the only promises made to Executive to sign this Agreement are those stated herein; and Executive is signing this Agreement knowingly, voluntarily, and of Executive’s own free will, and that Executive understands and agrees to each of the terms of this Agreement;

(d)The only matters relied upon by Executive and causing Executive to sign this Agreement are the provisions set forth in writing within the four comers of this Agreement;

(e)Executive would not otherwise have been entitled to the Severance Payment and Benefits described in Section 3 above, or any portion thereof, but for Executive’s agreement to be bound by the terms of this Agreement; and

(f)No Company Party has provided any tax or legal advice regarding this Agreement and Executive has had an adequate opportunity to receive sufficient tax and legal advice from advisors of Executive’s own choosing such that Executive enters into this Agreement with full understanding of the tax and legal implications thereof.

9.Revocation Right. Notwithstanding the initial effectiveness of this Agreement upon the Signing Date, Executive may revoke the delivery (and therefore the effectiveness) of this Agreement within the seven (7) day period beginning on the date Executive executes this Agreement (such seven (7) day period being referred to herein as the “Release Revocation Period”). To be effective, such revocation must be in writing signed by Executive and must be received by Xxxxxx Xxxxxx, General Counsel & Corporate Secretary, at the address (or e-mail address) set forth in Section 25 below, such that it is received by Xx. Xxxxxx no later than 11:59 p.m. Houston, Texas time, on the last day of the Release Revocation Period. In the event Executive exercises his revocation right as set forth herein, the

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Agreement shall be null and void and Executive will not be entitled to receive the Severance Payment and Benefits set forth in Section 3 above.

10.Third Party Beneficiaries. Executive expressly acknowledges and agrees that each Company Party that is not a signatory to this Agreement shall be a third-party beneficiary of Executive’s release of claims and representations in Sections 5-8 and 13 hereof.

11.Severability. Any term or provision of this Agreement (or part thereof) that renders such term or provision (or part thereof) or any other term or provision hereof (or part thereof) invalid or unenforceable in any respect shall be severable and shall be modified or severed to the extent necessary to avoid rendering such term or provision (or part thereof) invalid or unenforceable, and such modification or severance shall be accomplished in the manner that most nearly preserves the benefit of the bargain set forth in the Employment Agreement and hereunder.

12.Withholding of Taxes and Other Deductions. Executive acknowledges that the Company Group shall withhold from the Severance Payment and Benefits (referred to in Section 3) all federal, state, local, and other taxes and withholdings as may be required by any law or governmental regulation or ruling. Executive shall satisfy all of his tax obligations arising from his receipt of the payments and benefits set forth herein, and shall indemnify and hold harmless the Company Group and the other Company Parties for any costs, expenses or liabilities arising from his failure to do so.

13.Return of Property. Executive expressly represents and warrants that he has returned to the Company Group all property belonging to the Company Group or any other Company Party, including all computer files, electronically stored information, and other materials provided to him by the Company Group or any other Company Party in the course of Executive’s employment with the Company and Executive further represents and warrants that Executive has not maintained a copy of any such materials in any form.

14.Further Assurances. By signing this Agreement, Executive expressly acknowledges the enforceability, and continued effectiveness of Sections 9 (relating to the confidentiality and non-disclosure of Confidential Information), 10 (relating to Executive’s noncompetition and non-solicitation covenants), 11 (relating to the ownership of intellectual property), and 13 (relating to Executive’s cooperation with the Company Group after the Separation Date in connection with any defense of claims against the Company Group) of the Employment Agreement and promises to abide by those terms of the Employment Agreement. Executive acknowledges and understands that his receipt of the Severance Payment and Benefits set forth in Section 3 above is conditioned on Executive’s continuing compliance with the commitments contained in the Employment Agreement.

15.Permitted Reporting. Nothing in this Agreement shall affect Executive’s rights to engage in activity protected by Section 7 of the National Labor Relations Act, and notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict Executive from lawfully (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by, any Governmental Agency regarding a possible violation of any law; (ii) responding to any inquiry or legal process directed to Executive from any such Governmental Agency so long as Executive timely provides notice to the Company Group of such inquiry or legal process and provides the Company Group with the opportunity to seek relief that would prevent or limit such disclosure (and so long as Executive only discloses the minimum amount of information as required to be disclosed by such inquiry or legal process, after giving effect to the Company Group’s efforts to prevent or limit such disclosure); (iii) testifying, participating, or otherwise assisting in any

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action or proceeding by any such Governmental Agency relating to a possible violation of law, or (iv) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (1) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; (2) is made to the individual’s attorney in relation to a lawsuit for retaliation against the individual for reporting a suspected violation of law; or (3) is made in a complaint or other document filed in a law suit or proceeding, if such filing is made under seal.

16.Non-Disparagement. Executive agrees to refrain from, directly or indirectly, making any statements, whether or not such statement legally constitutes libel or slander in any form (or permitting any statements to be reported as being attributed to him), including but not limited to on social media, the Internet, or any other medium, that are critical, disparaging, or derogatory about, or which injure or reasonably could injure the reputation of, the Company Group or any other Company Party. Nothing in this Section 16 will prevent Executive from making any statements required by law or compelled by legal process, and nothing herein shall affect Executive’s rights to engage in activity protected by Section 7 of the National Labor Relations Act. The Company Group agrees to provide a verbal instruction to members of the Company’s Board of Directors and Executive’s direct reports at the time of the Separation Date, as of the Effective Date of this Agreement (as defined in Section 25 below), not to directly or indirectly make any statements, whether or not such statement legally constitutes libel or slander, in any form (or permitting any statements to be reported as being attributed to him), including but not limited to on social media, the Internet, or any other medium, that are critical, disparaging or derogatory about, or which injure or reasonably could injure the reputation of Executive.

17.No Admission of Wrongdoing. Neither by offering to make nor by entering into this Agreement, does the Company Group, its subsidiaries, or affiliated entities, any Company Party, or Executive admit any liability, wrongdoing, failure of performance, or violation of any law, statute, regulation, or policy, and it is expressly understood and agreed that this Agreement is being entered into solely for the purpose of resolving all matters of any kind whatsoever concerning the Executive’s employment and the separation of the Executive’s employment from the Company Group.

18.Entire Agreement. This Agreement, the Raven Power LLC Agreement, the Midco LLC Agreement, the Cumulus Holdings LLC Agreement, the Raven Power Incentive Award Unit Agreement, the X-x Midco Award Agreement, the Award Agreements, the Employment Agreement, and the Key Employee Incentive Plan and XXXX Awards thereunder constitute the entire agreement between the Parties with respect to the matters herein provided. No modifications or waiver of any provision hereof shall be effective unless in writing and signed by each Party.

19.Governing Law; Dispute Resolution. The validity, interpretation, construction, performance, and enforcement of this Agreement shall be governed by the laws of the State of Texas, without giving effect to the principles of conflicts of law. Any dispute arising out of, or relating to, this Agreement shall be resolved in accordance with Section 12 of the Employment Agreement; provided, however, that any dispute arising out of, or relating to, Section 4 of this Agreement shall be governed by the applicable dispute resolution procedures set forth in the Raven Power Incentive Unit Award Agreement, the Raven Power LLC Agreement, the X-x Midco Award Agreement, the Midco LLC Agreement, and/or the Cumulus Holdings LLC Agreement.

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20.Headings; Interpretation. Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define, or otherwise affect the provisions hereof. Unless the context requires otherwise, all references herein to laws, regulations, contracts, agreements, instruments, and other documents shall be deemed to refer to such laws, regulations, agreements, instruments, and other documents as they may be amended, supplemented, modified, and restated from time to time, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding law or regulation. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” The words “herein”, “hereof’, “hereunder”, and other compounds of the word “here” shall refer to the entire Agreement, including all exhibits, and not to any particular provision hereof. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any Party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the Parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the Parties.

21.Assignment; Successors. Except as provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by and against Executive, each Company Party and their respective successors, permitted assigns and representatives, as the case may be (including subsequent holders of the vested Series B Units in Raven Power, the vested X-x Units in Midco and the Cumulus Units); provided, however, that the Company Group has the right to assign this Agreement, including to any successor, but Executive does not.

22.No Waiver. No failure by any Party at any time to give notice of any breach by the other Party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

23.Counterparts. This Agreement may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together will constitute one and the same agreement.

24.Section 409A. This Agreement and the payments provided hereunder are intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986 and the Treasury regulations and interpretive guidance issued thereunder (collectively, “Section 409A”), and this Agreement shall be construed and administered in accordance with such intent. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Notwithstanding the foregoing, the Company Group makes no representations that this Agreement or the payments provided under this Agreement complies with or is exempt from the requirements of Section 409A and in no event shall the Company Group or any other Company Party be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.

25.Consideration and Revocation Period. Executive may take up to twenty-one (21)

days from the date upon which the Company Group delivers this Agreement to the Executive to consider, sign, and return this Agreement to the Company Group, care of Xxxxxx Xxxxxx, General Counsel &

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Corporate Secretary, at 0000 Xxxxxx Xxxxxxx Xxxx., Xxxxx 000, Xxx Xxxxxxxxx, XX (e-mail:           ). In addition, Executive may revoke the Agreement after signing it within seven (7) days of signing this Agreement, as further discussed in Section 9 of this Agreement. This Agreement shall become effective on the eighth day after Executive signs and returns it, without having revoked the Agreement during that period (the “Effective Date”). In the event that Executive does not sign this Agreement within twenty-one (21) days of the Separation Date, this Agreement will be null and void and Executive will not be entitled to receive the Severance Payment and Benefits referred to in Section 3.

[Signatures begin on the following page]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date(s) set forth below with the intent to be legally bound.

XXXXXXXXX XXXXXXXXX
/s/ Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxx Xxxxxxxxx
TALEN ENERGY CORPORATION
By:			/s/ Xxxxxx Xxxxxx
Name:			Xxxxxx Xxxxxx
General Counsel & Corporate Secretary

SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND GENERAL RELEASE OF CLAIMS