Attached files
| file | filename |
|---|---|
| EX-10.4 - DYNEGY INC. | ex10-4.htm |
| EX-10.6 - DYNEGY INC. | ex10-6.htm |
| EX-10.5 - DYNEGY INC. | ex10-5.htm |
| EX-10.1 - DYNEGY INC. | ex10-1.htm |
| EX-10.3 - DYNEGY INC. | ex10-3.htm |
| EX-10.7 - DYNEGY INC. | ex10-7.htm |
| EX-10.2 - DYNEGY INC. | ex10-2.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported)
March
5, 2010 (March 3, 2010)
(Exact
name of registrant as specified in its charter)
|
Delaware
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001-33443
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20-5653152
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||
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
|
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1000
Louisiana, Suite 5800, Houston, Texas
|
77002
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|
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(Address
of principal executive offices)
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(Zip
Code)
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(713)
507-6400
(Registrant’s
telephone number, including area code)
N.A.
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On March
3, 2010, the Board of Directors of Dynegy Inc. (the “Board”) granted performance
unit incentives, restricted stock awards and stock option awards to the
executive officers and other key personnel of Dynegy Inc.
(“Dynegy”). These awards were made subject to the attached form award
agreements.
The
performance units require the attainment of certain performance goals (Dynegy’s
stock price and Adjusted EBITDA goals) over the three-year period following the
granting of the opportunity for any actual award to be earned. Actual
payments, if any, pursuant to these performance incentives, which are reflected
as units valued at $100 each and payable in cash or shares of Dynegy’s common
stock at the Compensation and Human Resources Committee’s discretion, may range
from zero to 200% of the performance target payment levels. In the
event a change in control occurs during the performance period, payout will be
made at a minimum of 100% of performance target payment levels. The
forms of Performance Award Agreements are attached hereto as Exhibits 10.1 and
10.2.
Copies of
the form agreements for Dynegy’s other equity awards for the 2009 performance
year, including restricted stock award agreements and non-qualified stock option
award agreements, are attached hereto as Exhibits 10.3, 10.4, 10.5 and
10.6.
On March
3, 2010, the Board approved the First Amendment to Performance Award Agreement
(the “Amendment”), which amends the 2009 Form of Performance Award
Agreement. The original 2009 Form of Performance Award Agreement
authorized the adjustment of the performance goals contained therein to reflect
actions undertaken in the best interest of Dynegy and its shareholders,
including, but not limited to, strategic transactions affecting the performance
goals. Consistent with this authorization, the Amendment, filed here
as Exhibit 10.7, proportionately reduces the performance goals related to
Adjusted EBITDA that were included in the 2009 performance unit incentives to
reflect the 2009 sale of certain assets pursuant to a previously announced
strategic transaction, the earnings from which were included in the original
Adjusted EBITDA performance goal targets for 2010-2011. The Adjusted
EBITDA metrics were adjusted as follows:
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2009 Adjusted EBITDA
Metrics
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Amended Adjusted EBITDA
Metrics
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Threshold: $2.4
Billion
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Threshold: $2.1
Billion
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Target: $2.7
Billion
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Target: $2.4
Billion
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Maximum: $3.3
Billion
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Maximum: $3.0
Billion
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The
forgoing descriptions of the award agreements and amendment do not purport to be
complete, are intended only as a summary and are qualified in their entirety by
reference to the complete text of such agreements filed herewith and
incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits:
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Exhibit No.
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Document
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10.1
10.2
10.3
10.4
10.5
10.6
10.7
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Form
of Performance Award Agreement with Bruce A. Williamson, dated March 3,
2010
Form
of Performance Award Agreement, dated March 3, 2010
Form
of Restricted Stock Award Agreement with Bruce A. Williamson, dated March
3, 2010
Form
of Restricted Stock Award Agreement, dated March 3, 2010
Form
of Non-Qualified Stock Option Award Agreement with Bruce A. Williamson,
dated March 3, 2010
Form
of Non-Qualified Stock Option Award Agreement, dated March 3,
2010
First
Amendment to the 2009 Form of Performance Award Agreement, effective as of
March 3, 2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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DYNEGY
INC.
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||||
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(Registrant)
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||||
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Dated:
March 5, 2010
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By:
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/s/
Kimberly M. O’Brien
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||
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Name:
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Kimberly
M. O’Brien
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|||
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Title:
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Corporate
Secretary
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|||
EXHIBIT
INDEX
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Exhibit No.
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Document
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10.1
10.2
10.3
10.4
10.5
10.6
10.7
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Form
of Performance Award Agreement with Bruce A. Williamson, dated March 3,
2010
Form
of Performance Award Agreement, dated March 3, 2010
Form
of Restricted Stock Award Agreement with Bruce A. Williamson, dated March
3, 2010
Form
of Restricted Stock Award Agreement, dated March 3, 2010
Form
of Non-Qualified Stock Option Award Agreement with Bruce A. Williamson,
dated March 3, 2010
Form
of Non-Qualified Stock Option Award Agreement, dated March 3,
2010
First
Amendment to the 2009 Form of Performance Award Agreement, effective as of
March 3, 2010
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