0000916457-08-000029 Sample Contracts

CALPINE CORPORATION ANNUAL EXECUTIVE NON-QUALIFIED STOCK OPTION AGREEMENT (Pursuant to the 2008 Equity Incentive Plan)
Non-Qualified Stock Option Agreement • May 12th, 2008 • Calpine Corp • Electric services

OPTION granted _______________ on March 5, 2008 (the "Grant Date"), by Calpine Corporation, a Delaware corporation (the "Corporation"), to [______] (the "Grantee") pursuant to this Non-Qualified Stock Option Agreement ("Stock Option Agreement").

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CALPINE CORPORATION ANNUAL EXECUTIVE RESTRICTED STOCK AGREEMENT (Pursuant to the 2008 Equity Incentive Plan)
Restricted Stock Agreement • May 12th, 2008 • Calpine Corp • Electric services • Delaware

This Restricted Stock Agreement ("Agreement"), entered into on the 5th day of March, 2008 (the "Grant Date"), which is the date on which the Grant described below was approved by the Compensation Committee (the "Committee") of the Board of Directors of Calpine Corporation between Calpine Corporation, a Delaware corporation (the "Company"), and ____________________, (the "Employee"). Except as otherwise provided herein, or unless the context clearly indicates otherwise, capitalized terms not otherwise defined herein shall have the same definitions as provided in the Plan.

CALPINE CORPORATION AMENDED AND RESTATED CHIEF EXECUTIVE OFFICER EMERGENCE RESTRICTED STOCK AGREEMENT (Pursuant to the 2008 Equity Incentive Plan) RECITALS
Chief Executive Officer Emergence Restricted Stock Agreement • May 12th, 2008 • Calpine Corp • Electric services • Delaware

WHEREAS, on February 6, 2008 (the "Grant Date"), Calpine Corporation, a Delaware Corporation (the "Company") granted (the "Grant") to Robert P. May (the "Employee") 547,600 shares (the "Shares") of common stock, $0.001 par value of the Company ("Common Stock") which are subject to certain restrictions on transferability ("Restrictions") as set forth in the Chief Executive Officer Emergence Restricted Stock Agreement ("Restricted Stock Agreement") issued under the Corporation's 2008 Equity Incentive Plan ("Plan"); and

Restricted Stock Units Election Form (Director)
Restricted Stock Units Election Form • May 12th, 2008 • Calpine Corp • Electric services
CALPINE CORPORATION DIRECTOR'S RESTRICTED STOCK UNIT AGREEMENT (Pursuant to the 2008 Equity Incentive Plan)
Restricted Stock Unit Agreement • May 12th, 2008 • Calpine Corp • Electric services • Delaware

This Restricted Stock Units Agreement ("Agreement"), entered into on the 5th day of March 2008 (the "Grant Date"), which is the date on which the Award described below was approved in accordance with the Plan (as defined below), between Calpine Corporation, a Delaware corporation (the "Company"), and WILLIAM J. PATTERSON, (the "Director"). Except as otherwise provided herein, or unless the context clearly indicates otherwise, capitalized terms not otherwise defined herein shall have the same definitions as provided in the Plan.

CALPINE CORPORATION CHIEF EXECUTIVE OFFICER NON-QUALIFIED STOCK OPTION AGREEMENT (Pursuant to the 2008 Equity Incentive Plan)
Non-Qualified Stock Option Agreement • May 12th, 2008 • Calpine Corp • Electric services

This OPTION is granted on March 25, 2008 (the "Grant Date"), by Calpine Corporation, a Delaware corporation (the "Corporation"), to Robert P. May (the "Grantee") pursuant to this Non-Qualified Stock Option Agreement ("Stock Option Agreement").

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 12th, 2008 • Calpine Corp • Electric services • New York

This Second Amended and Restated Employment Agreement (the “Agreement”) is entered into effective as of March 25, 2008, between CALPINE CORPORATION, a Delaware corporation (the “Company”), and ROBERT P. MAY (“Executive”) to provide the terms and conditions for Executive’s employment with the Company and its affiliates from time to time (together, the “Group”).

CONSULTING AGREEMENT
Consulting Agreement • May 12th, 2008 • Calpine Corp • Electric services • California

This Consulting Agreement (“Agreement”) is entered into as of May 30, 2008, by and between Calpine Corporation (“Calpine”) and Charles Clark (“Consultant”), with reference to the following:

CALPINE CORPORATION DIRECTOR'S RESTRICTED STOCK AGREEMENT (Pursuant to the 2008 Director Incentive Plan)
Restricted Stock Agreement • May 12th, 2008 • Calpine Corp • Electric services • Delaware

This Restricted Stock Agreement ("Agreement"), entered into on the ____ day of ___________, 20___ (the "Grant Date"), which is the date on which the Award described below was approved in accordance with the Plan (as defined below), between Calpine Corporation, a Delaware corporation (the "Company"), and ____________________, (the "Director"). Except as otherwise provided herein, or unless the context clearly indicates otherwise, capitalized terms not otherwise defined herein shall have the same definitions as provided in the Plan.

April 7, 2008 Chuck Clark
Severance Agreement • May 12th, 2008 • Calpine Corp • Electric services • California

Your employment with Calpine will end effective May 30, 2008. This letter agreement (the “Agreement”) confirms the terms of your separation from employment with Calpine Corporation, a Delaware corporation or one or more of its subsidiaries (collectively, “Calpine”) and offers you the following benefits in exchange for a release of all claims.

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