EMPLOYEE MATTERS AGREEMENT by and among PPL CORPORATION, TALEN ENERGY CORPORATION, C/R ENERGY JADE, LLC, SAPPHIRE POWER HOLDINGS LLC, and RAVEN POWER HOLDINGS LLC dated as of June 9, 2014Employee Matters Agreement • June 12th, 2014 • PPL Energy Supply LLC • Electric services • Delaware
This Employee Matters Agreement (as hereafter amended, modified or changed from time to time in accordance with the terms hereof, this “Agreement”), dated as of June 9, 2014 is among PPL Corporation, a Pennsylvania corporation (“Parent”), Talen Energy Corporation, a Delaware corporation (“NewCo”), and C/R Energy Jade, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Jade”), Sapphire Power Holdings LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Sapphire”), and Raven Power Holdings LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Raven” and together with Jade and Sapphire, “RJS”). Each of Parent, NewCo and RJS is herein referred to as a “Party” and together, as “Parties”.
SEPARATION AGREEMENT among PPL CORPORATION, TALEN ENERGY HOLDINGS, INC. TALEN ENERGY CORPORATION PPL ENERGY SUPPLY, LLC RAVEN POWER HOLDINGS LLC C/R ENERGY JADE, LLC and SAPPHIRE POWER HOLDINGS LLC dated as of June 9, 2014Separation Agreement • June 12th, 2014 • PPL Energy Supply LLC • Electric services • Delaware
This Separation Agreement (as such agreement may be amended, supplemented or modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of June 5, 2014, is among PPL Corporation, a Pennsylvania corporation (“Parent”), Talen Energy Holdings, Inc., a Delaware corporation (“HoldCo”), Talen Energy Corporation, a Delaware corporation (“NewCo”), PPL Energy Supply, LLC, a Delaware limited liability company (“Energy Supply”), Raven Power Holdings LLC, a Delaware limited liability company (“Raven”), C/R Energy Jade, LLC, a Delaware limited liability company (“Jade”), and Sapphire Power Holdings LLC, a Delaware limited liability company (“Sapphire” and together with Raven and Jade, “RJS”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such term in the Transaction Agreement (as defined below).
TRANSACTION AGREEMENT among PPL CORPORATION, TALEN ENERGY HOLDINGS, INC., TALEN ENERGY CORPORATION, PPL ENERGY SUPPLY, LLC, TALEN ENERGY MERGER SUB, INC., C/R ENERGY JADE, LLC, SAPPHIRE POWER HOLDINGS LLC, and RAVEN POWER HOLDINGS LLC dated as of June...Transaction Agreement • June 12th, 2014 • PPL Energy Supply LLC • Electric services • Delaware
This Transaction Agreement (as hereafter amended, restated, supplemented or modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of June 9, 2014, is among (i) PPL Corporation, a Pennsylvania corporation (“Parent”), (ii) Talen Energy Holdings, Inc., a Delaware corporation (“HoldCo”), (iii) Talen Energy Corporation, a Delaware corporation (“NewCo”), (iv) PPL Energy Supply, LLC, a Delaware limited liability company and, as of the date hereof, a wholly owned indirect Subsidiary of Parent (“Energy Supply”), (v) Talen Energy Merger Sub, Inc., a Delaware corporation (“Merger Sub”), (vi) C/R Energy Jade, LLC, a Delaware limited liability company (“Jade”), (vii) Sapphire Power Holdings LLC, a Delaware limited liability company (“Sapphire”), and (viii) Raven Power Holdings LLC, a Delaware limited liability company (“Raven,” and together with Jade and Sapphire, “RJS”).
