-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PapuUQc5C7yqBwKpqwEKQTjXOoVzprar5Rclde//tRWfIqG/U/IcKto5UPnQHDd2 6IPakbSqAYnArwDhGmOCLg== 0001140361-08-019029.txt : 20080812 0001140361-08-019029.hdr.sgml : 20080812 20080812162330 ACCESSION NUMBER: 0001140361-08-019029 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080810 FILED AS OF DATE: 20080812 DATE AS OF CHANGE: 20080812 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CALPINE CORP CENTRAL INDEX KEY: 0000916457 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 770212977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 50 WEST SAN FERNANDO ST CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 4089955115 MAIL ADDRESS: STREET 1: 50 W SAN FERNANDO STREET 2: SUITE 500 CITY: SAN JOSE STATE: CA ZIP: 95113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fusco Jack A CENTRAL INDEX KEY: 0001425785 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12079 FILM NUMBER: 081010007 BUSINESS ADDRESS: BUSINESS PHONE: 908 730-4270 MAIL ADDRESS: STREET 1: C/O FOSTER WHEELER LTD. STREET 2: PERRYVILLE CORPORATE PARK CITY: CLINTON STATE: NJ ZIP: 08809 4 1 doc1.xml FORM 4 X0303 4 2008-08-10 0 0000916457 CALPINE CORP CPN 0001425785 Fusco Jack A CALPINE CORPORATION 717 TEXAS AVENUE, SUITE. 1000 HOUSTON TX 77002 1 1 0 0 President and CEO Option (Right to Buy) 15.99 2008-08-10 4 A 0 1075000 A 2015-08-10 Common Stock 1075000 1075000 D Option (Right to Buy) 19.19 2008-08-10 4 A 0 1271000 A 2015-08-10 Common Stock 1271000 2346000 D Option (Right to Buy) 21.59 2008-08-10 4 A 0 1435000 A 2015-08-10 Common Stock 1435000 3781000 D Option (Right to Buy) 23.99 2008-08-10 4 A 0 1613000 A 2015-08-10 Common Stock 1613000 5394000 D The stock options were granted pursuant to the stock option agreement entered into on August 10, 2008, between Calpine Corporation and Mr. Fusco. The stock options vest over a five year period, 20% on August 10, 2009 and 20% on each anniversary thereof until August 10, 2013; provided that Mr. Fusco has been continuously employed by Calpine Corporation from August 10, 2008 through each applicable vesting date. These are stock options granted under the Calpine 2008 Equity Incentive Plan (the "Plan"). 175,000 of these stock options were granted under the Plan, and the remaining 1,096,000 stock options are non-qualified stock options granted outside the Plan. These are non-qualified stock options granted outside the Plan. /s/ Gregory L. Doody by Power of Attorney 2008-08-12 EX-24 2 poa1.htm POWER OF ATTORNEY Unassociated Document
POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Gregory Doody his true and lawful attorneys-in-fact to:

(1)           execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Calpine Corporation (the “Company”), any and all Forms 3, 4 and 5 required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules thereunder;

(2)           do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute and such Forms 3, 4 or 5 and timely file each form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)           take and other action of any type whatsoever in connection with the foregoing which, in the opinion such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this attorney-in-fact may approve in his/her discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes and the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or her substitute or substitutes, shall lawfully do or cause to be done by virtue of the Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that none of such attorneys-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned’s responsibilities to comply with Section 16 of the 1934 Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11th day of August 2008.

 
/s/   Jack A. Fusco
  
 
JACK A. FUSCO
  

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