exv10w99






Exhibit 10.99




NON-EMPLOYEE DIRECTORS’ COMPENSATION PROGRAM

Effective January 1, 2010



Purpose: This document sets forth the compensation program for non-employee members
(“Directors”) of the Board of Directors (“Board”) of RRI Energy, Inc. (the “Company”). Employee
members of the Board do not participate in this program or otherwise earn compensation for their
service on the Board.



Principles:





	 	•	 	Total compensation is reviewed annually and compared to independent market data
	 
	 	•	 	In general, the intent is to target between the 50th and 75th
percentile of relevant market data.
	 
	 	•	 	The targeted pay mix is approximately 50% cash and 50% equity, before considering
cash retainers for Committee Chairmen and the additional cash retainer for the
Chairman.




Cash Compensation:





	 	 	Annual Retainers








	 	•	 	Chairman: $185,000.
	 
	 	•	 	Directors other than the Chairman: $85,000.
	 
	 	•	 	Committee Chairperson Additional Retainer: $7,500.






	 	 	Fees for Meeting Attendance






	 	•	 	If the total number of Board and Committee meetings attended exceeds 25 in a
calendar year, Directors will receive an additional $2,000 meeting fee for each meeting
attended over 25.






	 	 	Deferral Option






	 	•	 	Directors may elect to defer part or all of their cash retainers under the RRI
Energy, Inc. Deferral and Restoration Plan. Elections to defer cash retainers must be
made annually (on a form prepared by the Company) before the end of the calendar year
prior to the calendar year in which the fees are earned (or for initial eligibility to
participate in the plan, within 30 days of becoming a Director). An election to defer
payment of cash retainer is irrevocable and cannot be changed.




Equity Compensation:





	 	•	 	Initial grant upon appointment or election to the Board: Restricted Stock Units
(“RSUs”) valued at $75,000 (based on the fair market value of Company stock on the grant
date).
	 
	 	•	 	Annual grant: RSUs valued at $90,000 (based on the fair market value of Company stock
on the grant date).
	 
	 	•	 	All RSUs will be granted pursuant to the terms and conditions of the RRI Energy, Inc.
2002 Long Term Incentive Plan.
	 
	 	•	 	The RSUs will be fully vested upon grant and will be paid in shares of Company stock as
soon as practicable after the Director leaves the Board; provided, however, that






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	 	 	 	Directors
may elect to defer payment of part or all of the RSUs to a later date. Elections to defer
payment must be made annually (on a form prepared by the Company) before the end of the
calendar year prior to the calendar year in which the services are provided by the Director
for which the RSUs are earned and granted (or for initial eligibility to participate,
within 30 days of becoming a Director). An election to defer payment of RSUs is
irrevocable and cannot be changed.






	 	•	 	Directors may also elect (on a form prepared by the Company) before the end of the
calendar year prior to the calendar year in which the RSUs are granted (or for initial
eligibility, within 30 days of becoming a director) to have up to one-third of the RSUs
paid in cash rather than stock (based on fair market value of the stock as of the payment
date).




Administrative:





	 	•	 	Annual cash retainers will be paid (unless deferred) in four equal installments with
each installment paid following the end of each calendar quarter in which they are earned.
	 
	 	•	 	Meeting fees, if any, will be paid following the end of the calendar quarter in which
they are earned.
	 
	 	•	 	The annual grant of RSUs will be made as of the date of the annual shareholders’ meeting
for services to be provided as a Board member during the next 12 months following the date
of the shareholders’ meeting.
	 
	 	•	 	New directors appointed to the Board between annual shareholders’ meetings will receive
a pro rata annual grant.




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2010 RESTRICTED STOCK UNITS

DIRECTORS’ DEFERRAL ELECTION FORM

(see 2010 Cash Retainers Directors Deferral Election Form

for election to defer cash retainers)



DEFERRALS:



Directors’ annual grants of Restricted Stock Units (“RSUs”) are vested upon the date of grant but
are not paid (and shares issued) until Directors leave the Board. Directors may elect to defer
payment of all or a portion of the RSUs to a date later than the date they leave the Board. An
election to defer will apply to both the RSUs and cash settlement amounts, if any. Elections to
defer RSUs granted for the 2010 calendar year must be made by completing this form and returning it
to Allison Cunningham in the enclosed self-addressed envelope on or before December 31, 2009.
An election to defer payment of RSUs granted in 2010 beyond the date when you leave the Board
is irrevocable and cannot be changed.



DISTRIBUTION:



You may elect to have your RSUs distributed (1) in a lump sum in any one of the first five calendar
years following the calendar year during which you cease to be a Director or (2) in five annual
installments commencing in the calendar year following the calendar year during which you cease to
be a Director. For example, you could elect to have your deferred RSUs pay out in a lump sum two
years after the year you leave the Board or you could elect five annual installments beginning in
the year following the year you leave the Board. If you do not make a valid election, your RSUs
will be paid to you in a lump sum within 90 days after you cease to be a Director.



ACCOUNT:



Until the payment date, your RSUs will be reflected by a credit to a bookkeeping account evidencing
the unfunded and unsecured right to receive the RSUs.



CASH SETTLEMENT:



You may also elect to have up to one-third of your RSUs paid in cash rather than stock (based on
the fair market value of the stock as of the payment date), regardless of whether you make an
election to defer payment of RSUs to a date after you leave the Board. Elections to receive a cash
settlement must be made by completing this form and returning it to Donna Hashaw in the enclosed
self-addressed envelope before December 31, 2009. An election to receive a cash settlement is
irrevocable and cannot be charged.




PART A

ELECTIONS (select one)



No RSU deferral/No cash settlement — I elect not to defer payment of my
RSUs beyond the time when I leave the Board and I elect not to receive cash
settlement of any RSUs. My RSUs will be paid in shares of Company common stock
within 90 days following the date I cease to be a Director (“Normal Payment
Date”).




                    



No RSU deferral/With cash settlement — I elect not to defer payment of my RSUs
beyond the time I leave the Board and I elect to receive a portion (not to
exceed 33%) of my RSUs as a cash settlement. My RSUs will be paid in a
combination of shares of Company common stock and cash on the Normal Payment
Date (Complete Part B below for percentage of RSUs to be paid in cash.)




                    




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2010 RSU Directors’ Deferral Election Form

Page 2



RSU deferral/No cash settlement — I elect to defer payment of all or a portion
of my RSUs beyond the time I leave the Board and I elect not to receive cash
settlement of any RSUs. The deferred portion of my RSUs will be paid in shares
of Company common stock on the date(s) selected by me (with the remaining
portion of my RSUs (if any) paid on the Normal Payment Date). This election is
irrevocable and cannot be changed. (Complete Part C below to defer payment of
RSUs.)




                    



RSU deferral/With cash settlement — I elect to defer payment of all or a
portion of my RSUs beyond the time when I leave the Board and I elect to
receive a portion (not to exceed one-third) of my RSUs as a cash settlement.
The deferred portion of my RSUs will be paid in the same combination of shares
of Company common stock and cash as the remaining portion on the date(s)
elected by me (with the remaining portion of my RSUs (if any) paid on the
Normal Payment Date). This election is irrevocable and cannot be changed.
(Complete Parts B and C for percentage of RSUs to be paid in cash and to defer
payment of my RSUs.)




                    




PART B

CASH SETTLEMENT



I elect to receive cash settlement of a portion of my RSUs not to
exceed 33% (enter 1% to 33% in whole percentages).




Percentage                   %  




PART C

RSU DEFERRAL ELECTION



DEFERRAL PERCENTAGES — Percentage of RSUs to be paid out on a date later than the Normal Payment Date (enter 1% to 100% (in whole percentages))
(if less than 100%, the remainder will be paid out on the Normal Payment Date)




Percentage                   %  


FORM OF DISTRIBUTION —  You may elect to receive the deferred percentage of your RSUs elected above in the form of a lump sum or five annual
installments (check one). If you elect annual installment payments, your payments will commence as soon as practicable after June 30 (but in no event later than
December 31) of the calendar year following the calendar year during which you cease to be a Director.




Lump sum                     

Five Annual Installments                     



DISTRIBUTION YEAR — If you elected to receive the deferred percentage of your RSUs in a lump sum, then you must
specify the calendar year during which the lump sum
payment will be made. This may be the first, second, third, fourth or fifth year following the
year during which you cease to be a Director. Payment will be made
as soon as administratively practicable after June 30 (but in no event later than December 31)
of the calendar year selected.




Enter 1st, 2nd, 3rd, 4th or 5th year




Year of distribution                     




Please return your completed election form on or before December 31, 2009 to Allison Cunningham in
the enclosed envelope.



Signature:                                        



Date:                                        




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2010 CASH RETAINERS

DIRECTORS’ DEFERRAL ELECTION FORM

(See 2010 Restricted Stock Units Directors’ Deferral Election Form

for elections to defer equity awards)



Board members may elect to defer all or a portion of their cash retainers under the RRI Energy,
Inc. Deferral and Restoration Plan (“Deferral Plan”). Elections to defer cash for the 2010
calendar year must be made by completing this form and returning it to Allison Cunningham in the
enclosed self-addressed envelope on or before December 31, 2009. If the form is not received by
that date you will not be able to defer any cash retainers for 2010. The election to defer 2010
cash retainers is irrevocable and cannot be changed. Cash meeting fees, if any, are not subject to
deferral.



DEFERRALS:





	 	•	 	You may defer up to 100 percent of your 2010 cash retainers.
	 
	 	•	 	The percentage you elect will remain the same for the entire 2010 calendar year.




DISTRIBUTIONS:





	 	•	 	You will be able to choose a distribution option for each calendar year for which you
elect to defer cash compensation.
	 
	 	•	 	You may elect to have your account balance for each deferral year distributed as a lump
sum or as five annual installments.
	 
	 	•	 	As long as you are still a Board member, distributions of cash deferrals cannot be made
for at least three years after the deferral year. For example, the earliest you may elect
to receive distribution of 2010 cash deferrals would be 2014. Distribution would be made
as soon as administratively practicable after June 30 of the distribution year elected (but
in no event later than December 31st of the distribution year).
	 
	 	•	 	Upon leaving the Board, your cash account balance will be paid to you as a lump sum
within 90 days after a period of six months following the date you cease to be a Board
member (regardless of your elected distribution option).




INVESTMENT OPTIONS:





	 	•	 	You must direct the deemed investment of your deferrals into one or more of the
investment funds listed on Part C of this form.
	 
	 	•	 	You may change your deemed investments or change the investment allocation of your
current deferrals on a daily basis.
	 
	 	•	 	To handle your deemed investments, you can go to www.vanguard.com. You must register
for online access to your account. The plan number is 072562. You can also call Vanguard
24 hours a day at 1-800-523-1188 and use the automated system or speak to a Vanguard
Participant Services Associate.




Deferrals under the program represent an unfunded promise to pay. Assets are not protected in the
event of bankruptcy or insolvency and are subject to the claims of the Company’s creditors. If you
elect to participate, your deferral elections are irrevocable.



The above is a summary of some of the provisions of the RRI Energy, Inc. Deferral and
Restoration Plan, Deferred Compensation Program. If there is a conflict between this summary and
the plan document, the plan document governs. RRI Energy, Inc., reserves the right to amend or
terminate the Deferral Plan from time to time and at any time at its discretion.







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2010 Cash Directors’ Deferral Election Form

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PART A

DEFERRAL ELECTION (select one)



I elect not to defer any of my 2010 cash retainers. (No further action needed.)




                    



I elect to defer all or a portion of my 2010 cash retainers. This election is
irrevocable and cannot be changed. 
(You must complete Parts B and C)




                    




PART B

CASH DEFERRAL ELECTION





	1.	 	RETAINER DEFERRAL PERCENTAGE (1% to 100%)





Percentage                     





	2.	 	FORM OF PAYMENT (complete both below)
	 
	 	 	DISTRIBUTION PAYMENTS — You may elect to receive your deferred cash as a lump
sum or as five annual installments.





Lump Sum                     

Five Annual Installments                     





	 	 	DISTRIBUTION YEAR — You may elect to receive your lump sum distribution or have
your installment payments begin during any year after 2013. Please enter the calendar
year you elect for your lump sum payment or for your installment payments to
commence.





Year                     




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2010 Cash Directors’ Deferral Election Form

Page 3




PART C

CASH RETAINERS INVESTMENT OPTIONS



Your deferrals may be allocated among one or more of the following fund options. Allocations must
be in increments of 1% and the total percentages must add up to 100%. You can obtain information
on the funds by logging on to www.vanguard.com. You can also call 1-800-523-1188. You will need
the plan number which is 072562. Please elect your Investment Allocation percentages below:




	 	 	 	 	 
	 
	 	Allocation
	 
	 	 	%	 
	TARGET RETIREMENT FUNDS
	 	 
	Vanguard Target Retirement 2050 Fund
	 	 	                    	 
	Vanguard Target Retirement 2045 Fund
	 	 	                    	 
	Vanguard Target Retirement 2040 Fund
	 	 	                    	 
	Vanguard Target Retirement 2035 Fund
	 	 	                    	 
	Vanguard Target Retirement 2030 Fund
	 	 	                    	 
	Vanguard Target Retirement 2025 Fund
	 	 	                    	 
	Vanguard Target Retirement 2020 Fund
	 	 	                    	 
	Vanguard Target Retirement 2015 Fund
	 	 	                    	 
	Vanguard Target Retirement 2010 Fund
	 	 	                    	 
	Vanguard Target Retirement 2005 Fund
	 	 	                    	 
	Vanguard Target Retirement Income Fund
	 	 	                    	 
	 
	 	 	 	 
	LIFESTRATEGY® FUNDS
	 	 	 	 
	 
	 	 	 	 
	Vanguard LifeStrategy Conservative
Growth Fund
	 	 	                    	 
	Vanguard LifeStrategy Moderate Growth Fund
	 	 	                    	 
	Vanguard LifeStrategy Growth Fund
	 	 	                    	 
	 
	 	 	 	 
	CORE FUNDS
	 	 	 	 
	 
	 	 	 	 
	Vanguard Prime Money Market Fund
	 	 	                    	 
	PIMCO Total Return Fund—Administrative Class
	 	 	                    	 
	Vanguard Total Bond Market Index Fund
	 	 	                    	 
	Vanguard Inflation-Protected Securities Fund
	 	 	                    	 
	T. Rowe Price Equity Income Fund—Advisor
Class
	 	 	                    	 
	Vanguard WindsorTM II Fund
	 	 	                    	 
	Vanguard 500 Index Fund
	 	 	                    	 
	Vanguard Total Stock Market Index Fund
	 	 	                    	 
	Davis New York Venture Fund—Class A
	 	 	                    	 
	American Funds Growth Fund of America—
Class A
	 	 	                    	 
	Vanguard Dividend Growth Fund
	 	 	                    	 
	Vanguard Growth Equity Fund
	 	 	                    	 
	Neuberger Berman Genesis Fund—Trust Class
	 	 	                    	 
	Turner Small Cap Growth Fund—Class I
	 	 	                    	 
	American Funds New Perspective Fund—
Class A
	 	 	                    	 
	Artisan International Fund—Investor Class
	 	 	                    	 
	American Funds EuroPacific Growth Fund—Class A
	 	 	                    	 
	Vanguard Total international Stock I Index Fund
	 	 	                    	 





Please return your completed election form on or before December 31, 2009 to Allison
Cunningham in the enclosed envelope.




	 	 	 	 	 
	 	 	 
	  	 	 	 
	 	Signature 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	  	 	 	 
	 	Date 	 	 
	 	 	 	 
	 


Vanguard, LifeStrategy, Windsor, and VOICE are trademarks of The Vanguard Group, Inc. All
other marks are the exclusive property of their respective owners.





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