Entergy Services, Inc. 639 Loyola Avenue New Orleans, LA 70113

Exhibit 10.11

Entergy Services, Inc.
000 Xxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000

April 10, 2008

Xxxx XxXxxx
000 Xxxxxx Xxxx
Xxxxxxxxx, XX 00000

RE: Conditional Offer of Spinco Employment

Dear Xxxx:

In furtherance of our discussions, this letter agreement sets forth the terms and conditions of our conditional offer of employment with the new legal entity expected to be established in 2008 to own the non-utility nuclear business contemplated to be spun off from Entergy Corporation in a separate transaction. For purposes of this Agreement, the new legal entity shall be referred to as “Spinco.” Provided Spinco has been legally formed, the spin-off occurs, and you have met all of the terms and conditions for employment with Spinco as set forth below, your new full-time position is contemplated to be Chief Operating Officer, reporting to Xxxxxxx X. Xxxxx, with your job location in Jackson, MS. The details of employment under this agreement (the “Agreement”) are set forth below and shall supersede any other oral or written employment offers, representations, agreements or communications related to current or future Spinco employment that you may have received from, or entered into with, Entergy Services, Inc. (“ESI”), or any other affiliate or subsidiary of Entergy Corporation (collectively, the “Entergy System,” and each an “Entergy System Company”) prior to the execution of this Agreement, which prior offers, representations, agreements or communications you acknowledge are without effect. The date upon which you execute this Agreement indicating your acceptance of the conditional offer of employment with Spinco shall be the effective date of the Agreement. We are excited to offer you this opportunity and feel that you can add tremendous value to the Spinco team being assembled.

1. Compensation and Benefits:

If the contingencies set forth below are met, and you become employed by Spinco under this Agreement, your employment shall be at-will, and your compensation, benefits and incentive package is anticipated to be as follows, subject to required approvals:

(a) The Spinco Offer.

	(i)		Salary. Your bi-weekly rate of pay at Spinco shall be FIFTEEN THOUSAND NINE HUNDRED SIXTY-ONE AND 54/100 ($15,961.54) DOLLARS or such amount as may be approved from time to time by Spinco, in its sole discretion, while you are employed in accordance with this Agreement (subject to all appropriate withholdings or other deductions required by law or by Spinco’s established policies), such salary to be payable in accordance with Spinco’s payroll practices. To the fullest extent permitted by law, Spinco shall have the right to require you to remit to it, or to withhold from other amounts payable to you, as compensation or otherwise, an amount sufficient to satisfy all federal, state and local tax withholding requirements.
	(ii)		Benefits. You may participate in all Spinco qualified employee benefit plans, welfare benefit plans and programs for which you are eligible, in accordance with the terms and conditions of such plans and programs as in effect and as they may be amended from time to time. Your participation in some or all of these plans may be contingent upon your execution of, and the

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acceptance by the plan’s administrator of, a participation agreement, and upon your satisfaction of other terms and conditions. Except as specifically set forth herein, the benefits provided under this Agreement shall in no way alter or affect the terms and conditions of any Spinco sponsored or maintained qualified employee benefit plans, non-qualified employee benefits plans, programs, and welfare benefit plans in which you may otherwise be eligible to participate, and your eligibility to participate in any such plans or programs will be determined in accordance with the terms and conditions of such plans or programs, as they may be amended from time to time.

At this time, the compensation and benefit plans, programs and arrangements to be offered to employees of Spinco have not been finalized. It is anticipated that Spinco will offer its employees the benefit plans or programs described in the document titled “Benefits at a Glance,” attached to this Agreement, but these arrangements are subject to change.

You also may be eligible for relocation benefits, including home buyout, as described in the attached Relocation Benefits Summary. These relocation benefits will be initiated after you have officially accepted the position and have fulfilled all requirements and received all required approvals to participate in such program, including execution of any required documents.

	(b)		Continuing Entergy System Eligibility.
			If you satisfy the conditions set forth above and become employed by Spinco under this Agreement, then it is anticipated that you shall continue to be eligible for certain Entergy System benefits under their terms and conditions, subject to required approvals, as described in the attached “Benefits at a Glance” subject, again, to any changes that may be made to those benefits.

Attached to this Agreement is also an individualized Discussion Sheet to assist you in understanding the compensation and benefit programs we anticipate being available to you.

2. Contingencies:

This Spinco offer of employment is contingent upon: (1) the actual legal formation of Spinco; (2) the spin-off occurring on terms approved by the board of directors of Entergy Corporation; (3) your formal acceptance of this offer within the time frame set forth below; and (4) you remaining employed by, and in good standing with, an Entergy System Company, including the continuing performance of your duties in a satisfactory manner (as determined by your Entergy System Company employer in its sole discretion), until you become employed by Spinco. The date on which Spinco is spun off from Entergy Corporation in a separate transaction (“Spin Date”) shall be your date of hire with Spinco unless you are notified otherwise in writing (“Spinco Hire Date”). Until your Spinco Hire Date, the terms and conditions of your current at-will Entergy System Company employment will remain in effect, although you may be transferred to a new department within the Entergy System and/or assigned additional duties associated with Spinco in the interim. As of the Spinco Hire Date, your employment with the Entergy System Companies shall be deemed terminated.

Following your Spinco Hire Date, as a condition of maintaining your employment with Spinco, you agree that you must: (1) within 3 days of your Spinco Hire Date, present suitable documentation to Spinco of your identity and employment eligibility (I-9 INS certification); (2) obtain and maintain authorization for unescorted access to a nuclear plant site to the extent the job you are being offered requires such access; and (3) comply with any and all Spinco hiring and employment policies, practices and procedures, including but not limited to, the execution of any forms provided by Spinco in connection with same.

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In the event the Spin Date does not occur after your acceptance of this conditional offer or if you accept this conditional offer and then choose to rescind it for any reason prior to your Spinco Hire Date, then to the extent practicable as determined by the Entergy System Companies in their sole discretion, you will remain in the position in which you were employed at the time of your acceptance of this offer, subject to all terms and conditions of your current at-will employment. If your current position is no longer available for whatever reason, then you will be placed in a position comparable to the one you were performing prior to the effective date of this Agreement to the extent it is practicable to do so in the Entergy System Companies’ sole discretion and, if not, continue through the Entergy Employee Commitment process beginning with a search for an available position for which you are qualified.

3. Confidentiality and Work Product:

	(a)		Confidentiality. During your Entergy System Company employment and forever thereafter, other than as authorized by an Entergy System Company or as required by law or as necessary for you to perform your duties, you shall hold in a fiduciary capacity for the benefit of the Entergy System and not disclose to any person or entity and not use for any purposes or release or disclose to any person, any trade secrets or proprietary information and materials (including, without limitation, all information concerning the business transactions, financial arrangements, or marketing plans of any Entergy System Company or otherwise acquired by you in conjunction with your Entergy System Company employment, including, without limitation, any information which if released to third persons would result in financial loss, loss of pecuniary advantage, or otherwise be detrimental to the interests of any Entergy System Company (“Entergy Confidential Information”)).
			During your Spinco employment and forever thereafter, other than as authorized by Spinco or as required by law or as necessary to perform your duties, you shall hold in a fiduciary capacity for the benefit of Spinco and not disclose to any person or entity and not use for any purposes or release or disclose to any person, any trade secrets or proprietary information and materials (including, without limitation, any information which if released to third persons would result in financial loss, loss of pecuniary advantage, or otherwise be detrimental to the interests of Spinco or any person transacting business with Spinco (“Spinco Confidential Information”)).
			Notwithstanding the foregoing paragraphs, nothing in this Agreement shall be deemed to prohibit or interfere with your right to: (i) make any disclosure of relevant and necessary information in any action or proceeding relating to this Agreement, or as otherwise required by law pursuant to a subpoena, court order or other legal process; or (ii) participate, cooperate, or testify in any action, investigation or proceeding with, or provide information to, any governmental agency or legislative body; provided that, to the extent permitted by law, upon receipt of any such subpoena, court order or other legal process compelling the disclosure of any Entergy Confidential Information or Spinco Confidential Information, as applicable, you will give prompt written notice to the General Counsel of Entergy Corporation, in the case of Entergy Confidential Information, or to the General Counsel of Spinco, in the case of Spinco Confidential Information, so as to provide the applicable company with an opportunity to protect its interests in confidentiality to the fullest extent possible. In the event of any breach or threatened breach of the confidentiality provisions of this Agreement, all unvested benefits or other payments otherwise payable to you under this Agreement shall be cancelled and shall not vest or otherwise be payable to you, and any Entergy System Company (in the case of Entergy Confidential Information) or the Spinco (in the case of Spinco Confidential Information) shall be entitled to an injunction, without bond, restraining you from violating the confidentiality provisions of this Agreement in the future, in addition to any other relief to which the affected company may be

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entitled.

(b) Work Product. You agree to and hereby do assign to any Entergy System Company employing you all your rights in and to all inventions, business plans, work models or procedures, whether patentable or not, which are made or conceived solely or jointly by you at any time during your employment with any Entergy System Company or with the use of any Entergy System Company time and materials. You will disclose to such Entergy System Company all facts known to you concerning such matters and, at the Entergy System Company’s expense, do everything reasonably practicable to aid it in obtaining and enforcing proper legal protection for, and vesting Entergy System Company in title to, such matters.

4. Additional Terms:

	(a)		At-Will Employment. Your employment with Spinco shall be at-will at all times, as it is currently with your Entergy System Company employer. This means that both you and Spinco shall always have the right to terminate your employment with Spinco at any time for any reason, with or without notice or cause. Your at-will status may only be modified by a signed agreement between you and an authorized representative of Spinco. Nothing in this Agreement shall be construed as a contract or guarantee of continued employment with either an Entergy System Company or Spinco for any length of time.
	(b)		Employment Files. In connection with your employment at Spinco, you agree to, and hereby authorize, the disclosure and transfer of all of your personnel, medical, benefits and other employment-related files and information from your Entergy System Company to Spinco upon your Spinco Hire Date. Among other things, such transfer of your files or information may be necessary to ensure you receive appropriate service credits or meet other benefit eligibility requirements. You agree to execute any lawful and reasonable authorizations requested by Spinco or any Entergy System Company to effectuate such transfers.
	(c)		Amendment. This Agreement contains the entire understanding regarding your contemplated employment with Spinco. No provision of this Agreement may be modified, amended or waived except in a writing signed by both parties.
	(d)		No Subsequent Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate to waive any subsequent breach of the Agreement.
	(e)		Applicable Law. The Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, without regard to its principles of conflicts of laws.
	(f)		Severability. Should any part of this Agreement be found to be invalid or in violation of law, such part shall be of no force and effect, and the rest of this Agreement shall survive as valid and enforceable to the fullest extent permitted by law.
	(g)		Acknowledgement. By signing the Agreement in the space provided below, you are acknowledging that you have read and understand all of the terms of this Agreement and are entering into this Agreement voluntarily.

5. Timing of Conditional Offer and Acceptance:

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The conditional offer of employment contemplated by this Agreement will remain outstanding until April 18, 2008. You will be deemed to have rejected the offer if we do not receive your signed acceptance by the indicated date.

Please indicate your response to this offer by checking the appropriate box below and returning the signed and dated Agreement to Xxxxxx Xxxxx. You may fax your signed Agreement to 000-000-0000, and a facsimile will have the same effect as the original.

Please do not hesitate to call should you have any questions or need any assistance.

/s/ Xxxxxxx X. Xxxxx SIGNATURE OF Xxxxxxx X. Xxxxx

Authorized Agent of Entergy Services, Inc.

CEO Designee of Spinco

RESPONSE OF XXXX XXXXXX TO CONDITIONAL OFFER OF EMPLOYMENT

	þ		I understand and accept the conditional offer of Spinco employment subject to the attached clarifications.
	o		I reject the conditional offer of Spinco employment.

/s/ Xxxx XxXxxx SIGNATURE of Xxxx XxXxxx		04/17/08 DATE
Enclosures