The Compensation and Human Resources Committee of the Board of Directors (the “Committee”) granted to Employee on March 8, 2016 (“ Effective Date ”), as a matter of separate inducement and not in lieu of any salary or other compensation for Employee’s services, the right and option to purchase (the “ Option ”), in accordance with the terms and conditions set forth in the Plan and in this Agreement, an aggregate number of shares (the “ Shares ”) of common stock of Dynegy, $0.01 par value per share (the “Common Stock”), at a price of [PRICE] per share (the “ Exercise Price ”).  Employee acknowledges receipt of a copy of the Plan, and agrees that the Option shall be subject to all of the terms and provisions of the Plan, including future amendments thereto, if any, pursuant to the terms thereof, and to all of the terms and conditions of this Agreement.  The Option shall not be treated as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”).  The Exercise Price is, in the judgment of the Committee, not less than one hundred percent (100%) of the Fair Market Value of a share of the Common Stock on the Effective Date.