0001193125-11-040094 Sample Contracts

MANAGEMENT STOCKHOLDER’S AGREEMENT LT/MT Form
S Agreement • February 18th, 2011 • Energy Future Holdings Corp /TX/ • Electric services • Texas

This Management Stockholder’s Agreement (this “Agreement”) is entered into as of {DATE} among Energy Future Holdings Corp. (formerly known as “TXU Corp.”), a Texas corporation (the “Company”), Texas Energy Future Holdings Limited Partnership, a Delaware limited partnership (“Parent”), and the undersigned person (the “Management Stockholder”) (the Company, Parent and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) of this Agreement.

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SALE PARTICIPATION AGREEMENT
Sale Participation Agreement • February 18th, 2011 • Energy Future Holdings Corp /TX/ • Electric services • Texas

Concurrently with entering into this letter agreement, you are entering into a Management Stockholder’s Agreement with Energy Future Holdings Corp., a Texas corporation formerly known as “TXU Corp.” (the “Company”) and Texas Energy Future Holdings Limited Partnership, a Delaware limited partnership (“Parent”) (the “Stockholder’s Agreement”) relating to (i) your acquisition or continued ownership of common stock, no par value, of the Company, including, without limitation, such common stock, no par value, of the Company hereafter acquired upon the exercise of Options or subsequently issued to a Management Stockholder Entity pursuant to a distribution under the terms of the EFH Salary Deferral Plan (“Common Stock”) and/or (ii) the grant by the Company to you of new options (the “Options”) to purchase shares of Common Stock.

ENERGY FUTURE HOLDINGS CORP. AND ITS AFFILIATES RESTRICTED STOCK UNIT AGREEMENT
2007 Stock Incentive Plan for Key Employees • February 18th, 2011 • Energy Future Holdings Corp /TX/ • Electric services • Texas

This Agreement is made and entered into as of the Date of Grant set forth above by and between Energy Future Holdings Corp., a Texas corporation (the “Company”), and you;

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