0001140361-11-025964 Sample Contracts

FORM OF PHANTOM STOCK UNIT AWARD AGREEMENT
Stock Unit Award Agreement • May 9th, 2011 • Dynegy Inc. • Electric services

THIS PHANTOM STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of the 7th day of March, 2011, between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates (collectively, the “Company”), and the named employee (the “Employee”). A copy of the Dynegy Inc. 2009 Phantom Stock Plan (the “Plan”) is annexed to this Agreement and shall be deemed a part hereof as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined in this Agreement but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.

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