TERMINATION OF STOCKHOLDERS AGREEMENT
This Termination of Stockholders Agreement (this Termination Agreement) is made as of September 18, 2019 (the Effective Time), between Vistra Energy Corp. (formerly known as TCEH Corp., the Company), a Delaware corporation, and the entities signing under the heading Stockholder on the signature pages hereto (collectively, the Stockholder). Capitalized terms used but not otherwise defined in this Termination Agreement shall have the meanings given such terms in the Agreement (as defined below).
WHEREAS, on October 3, 2016, the Company and the Stockholder entered into that certain Stockholders Agreement (the Agreement);
WHEREAS, the Company agreed in the Agreement to permit the Stockholder, beginning as of the date of the Agreement, to nominate or designate one person to serve on the board of directors of the Company (the Board) on the terms and conditions set forth in the Agreement;
WHEREAS, on October 3, 2016, the Stockholder designated Cyrus Madon to serve as a director on the Board and he has served in such capacity since such date;
WHEREAS, on September 18, 2019, Cyrus Madon, with the approval of the Stockholder, submitted a resignation letter to the Board officially resigning from the Board (the Resignation) effective immediately (the Resignation Effective Date);
WHEREAS, as a result of the Resignation, the Company and the Stockholder each believe it to be in their own respective best interests to terminate the Agreement effective as of the Resignation Effective Date with the effect that the Stockholder will no longer have any right to nominate or designate a director to the Board;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Termination Agreement hereby agree as follows:
Section 1. Termination.
Effective as of the Resignation Effective Date, the Agreement shall automatically terminate without any further action of the Company or the Stockholder, which shall result in the Agreement being void and of no further force or effect and the Stockholder no longer be afforded any of the rights and remedies provided to the Stockholder in the Agreement, including, without limitation, any and all rights the Stockholder had under the Agreement to nominate or designate a director to the Board.
Section 2. Miscellaneous.
Each of the Company and the Stockholder agree that this Termination Agreement shall be governed by the provisions set forth in Sections 5, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 and 19 of the Agreement and that such provisions shall be deemed incorporated into this Termination Agreement in their entirety as if they were included herein.