Item 5.02 — DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On March 16, 2018, the terms and conditions of the Amended and Restated Limited Partnership Agreement of CPN Management, LP (the “LPA”) dated March 8, 2018, were finalized and CPN Management, LP (“CPN Management”) commenced an arrangement whereby certain Class B partnership interests (the “Class B Interests”) in CPN Management will be available for grant to certain eligible employees of Calpine Corporation (the “Company”) and its subsidiaries, including the Company’s current named executive officers, who are all expected to receive grants of Class B Interests under the LPA. to the LPA, up to a total of 6% of the total partnership interests of CPN Management will be granted in the form of time vesting Class B Interests (the “Time Class B Interests”) and 2.5% will be granted in the form of performance vesting Class B Interests (the “Performance Class B Interests”).

Each Time Class B Interest will generally be entitled to participate in distributions from CPN Management only after holders of capital interests in CPN Management have received distributions in an aggregate amount equal to their capital contributed, and only with respect to appreciation in the value of CPN Management following the date of grant of such interest. The Time Class B Interests will vest ratably on each of the first five anniversaries of the grant date and will immediately become vested upon certain events involving a change in control of the Company or CPN Management (as defined in the relevant award agreement) as well as termination of employment due to death or disability. All unvested Time Class B Interests will be forfeited upon any other termination of employment event.

Each Performance Class B Interest will generally be entitled to participate in distributions from CPN Management only after holders of capital interests in CPN Management have received distributions in an aggregate amount equal to two times the sum of (i) the fair market value of the equity interests of CPN Management as of March 8, 2018 and (ii) the amount of all capital contributions made to CPN Management after March 8, 2018. The Performance Class B Interests will vest upon a change in control of the Company or CPN Management (as defined in the relevant award agreement) that occurs on or prior to March 8, 2025. All unvested Performance Class B Interests will be forfeited on March 9, 2025 or upon the relevant recipient’s termination of employment.

The Time Class B Interests and the Performance Class B Interests are generally non-transferable without the prior written consent of the general partner and contain certain customary non-compete, non-solicitation, non-disparagement and confidentiality restrictions. In addition, CPN Management has the right under the LPA to redeem the vested Class B Interests following a termination of employment for fair market value; following a termination of employment for cause (as defined in the relevant award agreement), vested Time Class B Interests may be redeemed by CPN Management for zero (0) dollars.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the LPA and Form of Award Agreement of Time Class B Interest, each of which the Company intends to file as an exhibit to the Company’s quarterly report on Form 10-Q for the quarterly period ending March 31, 2018, and the Form of Award Agreement of Performance Class B Interest, which has not yet been adopted.

About CALPINE CORPORATION (NYSE:CPN)

Calpine Corporation is a power generation company. The Company is engaged in the ownership and operation of primarily natural gas-fired and geothermal power plants in North America. The Company’s segments include West (including geothermal), Texas and East (including Canada). In the Northeast and Mid-Atlantic regions, the Company has generating units capable of burning either natural gas or fuel oil. The Company operates its business through various divisions and subsidiaries. The Company’s portfolio consists of various types of power generation technologies, including natural gas-fired combustion turbines, which include combined-cycle plants and renewable geothermal conventional steam turbines. Its Geysers Assets located in northern California represent the geothermal power generation portfolio in the United States, as well as the producing power generation asset of all renewable energy in the state of California.