Common use of Initial Grant Clause in Contracts

Initial Grant. As soon as practicable after the effective date of this Agreement and subject to Board and all other required approvals, the Company shall grant to the Executive under the Company’s Amended and Restated 2003 Stock Incentive Plan (the “Plan”) a non-qualified stock option to purchase a number of shares of the common stock of the Company equal to 5.15% of the Company’s fully-diluted common stock (excluding the effects of any conversion of the (i) debt issued in connection with the Initial Financing, (ii) the investor convertible subordinated debt issued in January 2014 or (iii) any other convertible debt that is issued prior to the thirty-six (36) month anniversary of the Effective Date) with a per share exercise price equal to the fair market value of the Company’s common stock (as determined by the Board pursuant to the Plan) at the time of grant. The Initial Grant shall be granted pursuant to and governed by the terms of a stock option award agreement in a form provided by the Company at the time of grant; provided, however, that the form shall provide for cashless exercise of the option in an amount sufficient to satisfy the option exercise price. Provided the Executive remains continuously and actively employed with the Company through the applicable vesting date, the Initial Grant will be vested and exercisable with respect to (i) 10% of the underlying common stock as of the Effective Date, (ii) 25% of the underlying common stock on the first (1st) anniversary of the Effective Date, and (iii) the remaining shares of underlying common stock in substantially equal monthly installments over the 36-month period that commences on the first (1st) anniversary of the Effective Date. Notwithstanding the foregoing, the Initial Grant shall be fully vested and exercisable immediately prior to, but contingent upon, the occurrence of a Change in Control (as defined above), provided the Executive remains continuously and actively employed with the Company through the date of such Change in Control. Executive’s Initials & Date

Initial Grant. As soon as practicable after of the effective close of business on the date of this Agreement and subject to Board and all other required approvalsthe Executive’s first day of employment with the Company, the Company shall grant to the Executive under the Company’s Amended and Restated 2003 Stock Incentive Plan Compensation Committee shall grant Executive a non-statutory stock option (the “PlanInitial Option”) a non-qualified stock option to purchase a number of 335,000 shares of the common stock of the Company equal to 5.15% of the Company’s fully-diluted common stock (excluding the effects of any conversion of the (i) debt issued in connection with the Initial Financing, (ii) the investor convertible subordinated debt issued in January 2014 or (iii) any other convertible debt that is issued prior to the thirty-six (36) month anniversary of the Effective Date) with a per share exercise price equal to the fair market value of the Company’s common stock as defined in the Plan referenced in the immediately following sentence (as determined by the Board pursuant to the Plan“Common Stock”) at an exercise price of $11.00 per share. Executive’s right to purchase shares of Common Stock under the time Initial Option shall vest over three years, as follows: the right to purchase 33.3% of grantsuch shares of Common Stock shall vest on the first anniversary of the grant date and the balance shall vest in 24 equal monthly installments thereafter. The Initial Grant shall Option will be granted pursuant to the Company’ s 2019 Equity Incentive Plan (the ” Plan “) and governed by will be subject to the terms and conditions of a the Plan in effect as of the grant date and the related stock option agreements. The exercise price for all future stock options granted under the Plan shall be equal to either the then trading price of the Common Stock or the most recent appraisal done for Section 409A compliance process prior to the date of each such grant (which appraisals having been completed within the 12-month period preceding each such grant date). Furthermore, as of the close of business on the date of the Executive’s first day of employment with the Company, the Company’s Compensation Committee shall grant Executive a restricted stock unit award agreement (the ” Initial Restricted Stock Unit Award “) with respect to 75,000 shares of the Company’s Common Stock (which number of shares of the Company’s common Stock shall be adjusted from time to time to take into account any stock dividends, forward stock splits, and reverse stock splits) which shall vest 50% on April 8, 2020 with the remaining 50% on April 8, 2021, subject to Executive’s service through such dates. The Initial Restricted Stock Unit Award is subject to the terms and conditions set forth in a form provided by the Company at Plan and the time of grantrelated stock unit award agreement. (the “Award Agreement”); provided, however, that notwithstanding anything in the form shall provide for cashless exercise Plan or the Award Agreement to the contrary, (A) Executive may elect to satisfy any tax withholdings payable in connection with the issuance of shares of the option in an amount sufficient Company’s Common Stock to satisfy the option exercise price. Provided the Executive remains continuously and actively employed with by having the Company through withhold a number of shares of Common Stock that have a fair market value equal to the applicable vesting date, taxes required to be withheld by the Initial Grant will be vested and exercisable with respect to (i) 10% of the underlying common stock as of the Effective Date, (ii) 25% of the underlying common stock on the first (1st) anniversary of the Effective DateCompany, and (iiiB) to the remaining shares extent of underlying common stock in substantially equal monthly installments over any differences between this Agreement and the 36-month period that commences on Plan or the first (1st) anniversary Award Agreement the provisions of the Effective Date. Notwithstanding the foregoing, the Initial Grant this Agreement shall be fully vested and exercisable immediately prior to, but contingent upon, the occurrence of a Change in Control (as defined above), provided the Executive remains continuously and actively employed with the Company through the date of such Change in Control. Executive’s Initials & Dategovern.

Initial Grant. As soon as practicable after On the effective date Commencement Date, in consideration of the Executive’s entering into this Agreement and subject as an inducement to Board and all other required approvalsjoin the Company, the Company Executive shall grant to the Executive be granted, under the Company’s Amended and Restated 2003 Stock Dynegy Inc. 2012 Long Term Incentive Plan Plan, as amended or modified from time to time (the “PlanLTIP”) an award in the amount of $2,200,000 to be converted on the Commencement Date in the following percentages: (A) 50% as Restricted Stock Units (“RSU”); (B) 25% in the form of a non-qualified stock option to purchase shares of Dynegy’s common stock (the “Option”); and (C) 25% in the form of a performance-based stock award. The number of shares granted for the Option shall be determined by dividing 25% of $2,200,000 by the Black-Scholes value of Dynegy’s common stock as of the common stock of Commencement Date, and the Company equal to 5.15% of the Company’s fully-diluted common stock (excluding the effects of any conversion of the (i) debt issued in connection with the Initial Financing, (ii) the investor convertible subordinated debt issued in January 2014 or (iii) any other convertible debt that is issued prior to the thirty-six (36) month anniversary of the Effective Date) with a per share exercise price equal to for the Option will be the fair market value (as defined in the LTIP) of the CompanyDynegy’s common stock as of the Commencement Date. The number of shares granted for the RSU will be determined as of the Commencement Date by dividing 50% of $2,200,000 by the fair market value (as defined in the LTIP) of Dynegy’s common stock on that date. The number of shares or units granted and the performance criteria for the performance-based award constituting the remaining 25% of the Initial Grant will be determined by the Compensation Committee of the Board pursuant to the Plan) and will be made at the same time (or, if later, on the Commencement Date) and in the same form as received by employees at Vice-President and above as part of the 2013 Long-Term Incentive grant. The Initial Grant Each award shall be granted pursuant to and governed by the LTIP’s terms and the terms of a separate stock option award agreement, restricted stock unit award agreement in a form provided by and performance award agreement between the Executive and the Company and/or Dynegy. Provided the Executive remains in active working status at such time, the Option and RSU shall become vested, and the Option shall become exercisable, in equal installments on the 2014, 2015, and 2016 anniversaries of the Commencement Date and the Performance Award shall become vested in full at the time end of grantthe three year performance period; provided, however, that the form shall provide for cashless exercise of the option in an amount sufficient to satisfy the option exercise price. Provided the Executive remains continuously and actively employed with the Company through the applicable vesting date, the Initial Grant will be vested and exercisable with respect to (i) 10% of the underlying common stock as of the Effective Date, (ii) 25% of the underlying common stock on the first (1st) anniversary of the Effective Date, and (iii) the remaining shares of underlying common stock in substantially equal monthly installments over the 36-month period that commences on the first (1st) anniversary of the Effective Date. Notwithstanding the foregoing, the Initial Grant shall be fully vested and exercisable immediately prior to, but contingent upon, the occurrence of if a Change in Control (as defined abovein the Dynegy Inc. Executive Change in Control Severance Plan (the “Change in Control Plan”)) occurs or if the Executive has an Involuntary Termination (as defined in the Dynegy Inc. Executive Severance Pay Plan (the “Severance Plan”), provided the Executive remains continuously Option and actively employed RSU shall immediately vest in full, and the Option shall thereafter be exercisable in accordance with the Company through terms of the date of such Change in Control. Executive’s Initials & Dateapplicable award agreement.

Initial Grant. As soon as practicable after the effective date of incentive to enter into and undertake employment pursuant to this Agreement and subject to in satisfaction of the Board and all other required approvalsLetter, the Company shall grant to Executive on the Executive under the Company’s Amended and Restated 2003 Stock Incentive Plan (the “Plan”) Effective Date a non-qualified stock option to purchase a number of 230,000 shares of the common stock of the Company equal to 5.15% of (the "Option") under the Company’s fully-diluted common stock 's Equity Incentive Plan, effective January 23, 2014 (excluding the effects of any conversion of the (i"Plan") debt issued in connection with the Initial Financing, (ii) the investor convertible subordinated debt issued in January 2014 or (iii) any other convertible debt that is issued prior to the thirty-six (36) month anniversary of the Effective Date) with a per share at an exercise price equal to the fair market value of the Company’s common stock (as determined by the Board pursuant to the Plan) at the time of grant. The Initial Grant shall be granted pursuant to and governed by the terms of a stock option award agreement in a form provided by the Company at the time of grant; provided, however, that the form shall provide for cashless exercise of the option in an amount sufficient to satisfy the option exercise price. Provided the Executive remains continuously and actively employed with the Company through the applicable vesting date, the Initial Grant will be vested and exercisable with respect to (i) 10% of the underlying common stock as of the Effective Date, (ii) 25% of the underlying 's common stock on the grant date. 4,700 shares granted pursuant to the Option shall be deemed vested as of the date of grant and the remainder of the Option shall vest one-third upon the first (1st) anniversary of the Effective Date, one-third upon the second anniversary of the Effective Date and (iii) one-third upon the remaining shares of underlying common stock in substantially equal monthly installments over the 36-month period that commences on the first (1st) third anniversary of the Effective Date. Notwithstanding the foregoing, the Initial Grant shall be fully vested and exercisable immediately prior to, but contingent upon, the occurrence of a Change in Control (as defined above), provided the Executive remains continuously and actively employed with the Company through on the applicable vesting date and further provided that, in the event of such a Change in Control, as defined in the Plan, while Executive is employed by the Company any unvested portion of the Option shall vest immediately upon the Change in Control. Executive’s Initials & DateNotwithstanding the foregoing in no event may (i) Executive exercise 112,650 shares with respect to the Option (the "Unapproved Portion") prior to the Company receiving shareholder approval of an increase in the number of shares of common stock authorized under the Plan (or adoption of a new plan covering the Unapproved Portion) which amendment to the Plan or adoption of a new plan shall include provision for the issuance of shares of common stock underlying the Unapproved Portion; and (ii) if shareholder approval is not obtained for any reason on or prior to November 30, 2017, the Unapproved Portion shall be cancelled (from the unvested portion of the Option) and of no further force and effect. For avoidance of doubt, the Unapproved Portion does not include the 4,700 shares granted pursuant to the Option that are deemed vested as of the date of grant. A cancellation of the Unapproved Portion shall in no event be deemed a breach of this Agreement. The Option shall be evidenced in writing by, and subject to the terms and conditions of, the Plan and, except as otherwise set forth herein, the Company's standard form of stock option agreement, which agreement shall expire ten (10) years from the date of grant except as otherwise provided herein, in the stock option agreement or the Plan. The Executive shall be eligible to receive from time to time additional equity awards under the Plan. The Company represents and warrants to the Executive that (i) this Agreement and the Option have been duly authorized by the Company's Board of Directors or a committee thereof and are the va lid and binding obligations of the Company, enforceable in accordance with their respective terms, including the Company's right to terminate the Unapproved Portion if no stockholder consent is obtained in a timely manner; and (ii) the grant of the Option does not violate applicable law or Nasdaq listing requirement s.