**Exhibit 10.52**

 

**SEVERANCE AGREEMENT**

 

THIS SEVERANCE AGREEMENT (“Agreement”) is made and effective as of the*            * day of                 , 2004, by and between RELIANT ENERGY, INC., aDelaware corporation, (the “Company”), RELIANT ENERGY CORPORATE SERVICES, LLC, a Delaware limited liability corporation and wholly owned subsidiary of the Company (the “Employer”) and                (“Executive”). 

 

WHEREAS, the Company and the Employer consider it essential to the best interests of the Company’s stockholders to foster thecontinued employment of key management personnel; and 

 

WHEREAS, the key management personnel of the Company, including Executive, are employed by the Employer; and 

 

WHEREAS, the Board recognizes that, as is the case with many publicly held corporations, the possibility of a Change of Control exists andthat such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders; and 

 

WHEREAS, the Board has determined that appropriate stepsshould be taken to reinforce and encourage the continued attention and dedication of members of the Company’s and the Employer’s management to their assigned duties without distraction in the face of potentially disturbing circumstancesarising from the possibility of a Change of Control; 

 

NOW, THEREFORE, the Company, the Employer and Executive have entered into this Agreement, on the terms and conditions hereinafter stated. 

 

1. **DEFINITIONS********:** The following terms shall have the meanings set forth below. 

 

**“Affiliate”** means any company controlledby, controlling or under common control with the Company within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the ”Code”) and includes, without limitation, the Employer. 

 

**“Board”** means the board of directors of theCompany. 

 

**“Cause”** meansExecutive’s (a) gross negligence in the performance of Executive’s duties, (b) intentional and continued failure to perform Executive’s duties, (c) intentional engagement in conduct which is materially injurious to the Company or itsAffiliates (monetarily or otherwise) or (d) conviction of a felony, which, in the case of clauses (a), (b) or (c) has not been cured within 30 days after a written demand for substantial performance is delivered to Executive by the Board, whichdemand specifically identifies the conduct which the Board asserts to constitute Cause. For purposes of the definition of Cause, an act or failure to act on the part of Executive will be deemed “intentional” only if done or omitted to bedone by Executive not in good faith and without reasonable belief that his/her action or omission was in the best interest of the Company and its Affiliates, and no act or failure to act on the part of 

 

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Executive will be deemed “intentional” if it was due primarily to an error in judgment or negligence. 

 

A **“Change of Control”** shall be deemed tohave occurred upon the occurrence of any of the following events: 

 

(a) ***30% Ownership Change***: Any Person, other than an ERISA-regulated pension plan established by the Company or an Affiliate, makes an acquisition of Outstanding Voting Stock and is, immediatelythereafter, the beneficial owner of 30% or more of the then Outstanding Voting Stock, unless such acquisition is made directly from the Company in a transaction approved by a majority of the Incumbent Directors; or any group is formed that is thebeneficial owner of 30% or more of the Outstanding Voting Stock; or 

 

(b) ***Board Majority Change***: Individuals who are Incumbent Directors cease for any reason to constitute a majority of the members of the Board; or 

 

(c) ***Major Mergers and Acquisitions***:Consummation of a Business Combination unless, immediately following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Voting Stock immediately prior to suchBusiness Combination beneficially own, directly or indirectly, more than 70% of the then outstanding shares of voting stock of the parent corporation resulting from such Business Combination in substantially the same relative proportions as theirownership, immediately prior to such Business Combination, of the Outstanding Voting Stock, (ii) if the Business Combination involves the issuance or payment by the Company of consideration to another entity or its shareholders, the total fairmarket value of such consideration plus the principal amount of the consolidated long-term debt of the entity or business being acquired (in each case, determined as of the date of consummation of such Business Combination by a majority of theIncumbent Directors) does not exceed 50% of the sum of the fair market value of the Outstanding Voting Stock plus the principal amount of the Company’s consolidated long-term debt (in each case, determined immediately prior to such consummationby a majority of the Incumbent Directors), (iii) no Person (other than any corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of the then outstanding shares of voting stock of the parentcorporation resulting from such Business Combination and (iv) a majority of the members of the board of directors of the parent corporation resulting from such Business Combination were Incumbent Directors of the Company immediately prior toconsummation of such Business Combination; or 

 

(d) ***Major Asset Dispositions***: Consummation of a Major Asset Disposition unless, immediately following such Major Asset Disposition, (i) individuals and entities that were beneficial owners of the Outstanding Voting Stockimmediately prior to such Major Asset Disposition beneficially own, 

 

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directly or indirectly, more than 70% of the then outstanding shares of voting stock of the Company (if it continues to exist) and of the entity thatacquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) and (ii) a majority of the members of the board of directors of the Company (if it continues to exist)and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) were Incumbent Directors of the Company immediately prior to consummation ofsuch Major Asset Disposition. 

 

For purposes of the foregoing definition,

 

(1) the term “Person” means anindividual, entity or group; 

 

(2) the term“group” is used as it is defined for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”); 

 

(3) the term “beneficial owner” is used as it is defined for purposes of Rule 13d-3 under the Exchange Act; 

 

(4) the term “Outstanding Voting Stock” meansoutstanding voting securities of the Company entitled to vote generally in the election of directors; and any specified percentage or portion of the Outstanding Voting Stock (or of other voting stock) shall be determined based on the combined votingpower of such securities; 

 

(5) the term“Incumbent Director” means a director of the Company (x) who was a director of the Company on the date first written above or (y) who becomes a director subsequent to such date and whose election, or nomination for election by theCompany’s shareholders, was approved by a vote of a majority of the Incumbent Directors at the time of such election or nomination, except that any such director shall not be deemed an Incumbent Director if his or her initial assumption ofoffice occurs as a result of an actual or threatened election contest or other actual or threatened solicitation of proxies by or on behalf of a Person other than the Board; 

 

(6) the term “election contest” is used as it is defined for purposes of Rule 14a-11 under theExchange Act; 

 

(7) the term “BusinessCombination” means (x) a merger or consolidation involving the Company or its stock or (y) an acquisition by the Company, directly or through one or more subsidiaries, of another entity or its stock or assets; 

 

(8) the term “parent corporation resulting from aBusiness Combination” means the Company if its stock is not acquired or converted in the Business Combination and otherwise means the entity which as a result of such 

 

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Business Combination owns the Company or all or substantially all the Company’s assets either directly or through one or more subsidiaries; and

 

(9) the term “Major AssetDisposition” means the sale or other disposition in one transaction or a series of related transactions of 70% or more of the assets of the Company and its subsidiaries on a consolidated basis; and any specified percentage or portion of theassets of the Company shall be based on fair market value, as determined by a majority of the Incumbent Directors. 

 

**“Company”** means Reliant Energy, Inc., and, except for purposes of determining whether a Change of Control has occurred,any successor thereto. 

 

**“CoveredTermination”** means any termination of Executive’s employment with the Employer, the Company and their Affiliates during the term of this Agreement that does not result from any of the following: 

 

(i) death; 

 

(ii) disability entitling Executive to benefits under theCompany’s or the Employer’s long-term disability plan; 

 

(iii) termination for Cause; or 

 

(iv) termination by Executive. 

 

Notwithstandingthe foregoing, a Covered Termination shall also include a termination by Executive for Good Reason that occurs following a Change of Control. 

 

**“Employer”** shall mean Reliant Energy Corporate Services, LLC. 

 

**“ERISA”** shall mean the Employee RetirementIncome Security Act of 1974, as amended. 

 

**“Good Reason”** shall mean any one or more of the following which occurs following a Change of Control: 

 

(a) a significant reduction in the duties or responsibilities of Executive from those applicable to him/her immediately prior to the dateon which a Change of Control occurs; 

 

(b) areduction by the Employer or the Company in Executive’s annual base salary as in effect on the date hereof or as the same may be increased from time to time; 

 

(c) the failure by the Company or the Employer to continue in effect any compensation plan in whichExecutive participates immediately prior to the Change of Control which is material to Executive’s total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has 

 

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been made with respect to such plan, or the failure by the Company or the Employer to continue Executive’s participation therein (or in such substituteor alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of Executive’s participation relative to other participants, as existed immediately prior to theChange of Control; 

 

(d) the failure by theCompany and the Employer to continue to provide Executive with benefits substantially similar to those enjoyed by Executive under any of the Company’s (or the Employer’s) pension, savings, life insurance, medical, health and accident, ordisability plans in which Executive was participating immediately prior to the Change of Control, the taking of any other action by the Company or the Employer which would directly or indirectly materially reduce any of such benefits or depriveExecutive of any material fringe benefit enjoyed by Executive at the time of the Change of Control or the failure by the Company or the Employer to provide Executive with paid vacation on the same basis as was applicable to Executive immediatelyprior to the Change of Control; or 

 

(e) achange in the location of Executive’s principal place of employment with the Employer or the Company by more than 50 miles from the location where Executive was principally employed immediately prior to the date on which a Change of Controloccurs or the Company or the Employer requiring Executive to be based in a location other than that of the Company’s principal executive offices. 

 

**“Salary”** means Executive’s base salary as in effect immediately prior to the termination of his employment or, ifhigher, the base salary in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason. 

 

**“Target Bonus Percentage”**means Executive’s target incentive award opportunity under the Reliant Energy, Inc. AnnualIncentive Compensation Plan (or any successor plan) in effect immediately prior to the termination of his employment or, if higher, immediately prior to the first event or circumstance constituting Good Reason. 

 

**“Waiver and Release”** means a legaldocument, in the form attached hereto as Exhibit A or such other form as may be prescribed by the Company, but which form may not be altered, amended or modified after execution of a binding agreement to effect a Change of Control without theconsent of Executive. 

 

**“WelfareBenefit Coverage”** shall mean each of life insurance, medical, dental and vision benefits. 

 

2. **SEVERANCE BENEFITS:** If Executive (a) experiences a Covered Termination, (b) executes and returns to the Company aWaiver and Release within the time period prescribed in the Waiver and Release following the date of Executive’s Covered Termination, and (c) does not revoke such Waiver and Release within the time period prescribed in the Waiver and 

 

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Release, then Executive shall be entitled to receive from the Employer, as additional compensation for services rendered to the Company (including itsAffiliates), the following severance benefits: 

 

(a) ***Cash Severance Payments***: Executive will receive from the Employer an amount equal to the product of (1)          and (2) the sum of (a) the Salary and (b) the product of theSalary multiplied by the Target Bonus Percentage, in one lump sum payment, within 15 days after the expiration of the Waiver and Release revocation period. 

 

(b) ***Pro Rated Bonus***: Executive will receive from the Employer an amount equal to the product of (1) the Salary and (2) theTarget Bonus Percentage, with the product of (1) and (2) prorated based on the number of days Executive was employed during the bonus year in which his employment terminated. Such bonus shall be paid within 15 days after the expiration of the Waiverand Release revocation period. 

 

(c)***Welfare Benefit Coverage***: The Employer will provide, or will cause to be provided, continued Welfare Benefit Coverage for Executive and his/her eligible dependents at the active employee rate for a period of (1) 3 years following thedate of Executive’s Covered Termination which occurs following a Change of Control or (2) 18 months following any other Covered Termination. Such entitlement shall apply only to those Welfare Benefit Coverages that the Company or the Employerhas in effect from time to time for active employees. If Executive’s employment is terminated following a Change of Control and Executive would have become entitled to benefits under the Company’s or the Employer’s post-retirementhealth care or life insurance plans, as in effect immediately prior to the termination or of his employment (or, if more favorable to Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting GoodReason), had Executive’s employment terminated at any time during the period of three years following the date upon which Executive’s employment was terminated, the Company or the Employer, as applicable, shall provide such post-retirementhealth care or life insurance benefits to Executive and Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in the first sentenceof this paragraph 2(c) terminate. Benefits otherwise receivable by Executive pursuant to this Section 2(c) shall be reduced to the extent Executive becomes eligible to receive benefits pursuant to a government-sponsored health insurance or healthcare program. 

 

(d) ***Outplacement***:The Employer will provide reimbursement for fees incurred for outplacement services within eighteen months of the date of Executive’s Covered Termination in connection with Executive’s efforts to obtain new employment, up to a maximum of$50,000. 

 

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(e) ***Financial Planning***: The Employer will provide, or cause to be provided,continued access, for the remainder of the calendar year in which the Covered Termination occurs or for 60 days (if greater), to the financial planning services available to executive employees at the time of Covered Termination. 

 

3. **CHANGEOF CONTROLEQUITY-BASED BENEFITS********:** Immediately upon any Change of Control or, if earlier, immediately upon a Covered Termination, Executive shall be entitled to receive, as additionalcompensation for services rendered to the Company (including its Affiliates), benefits with respect to any equity based compensation in accordance with the applicable plans and agreements. 

 

4. **CERTAIN ADDITIONALPAYMENTS********:** Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company or the Employer to or for the benefit ofExecutive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4 (a ”Payment”)) would be subjectto the excise tax imposed by Section 4999 of the Code or any interest or penalties incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the”Excise Tax”), then Executive shall be entitled to receive an additional payment (a ”Gross-Up Payment”) from the Employer in an amount such that after payment (whether through withholding at the source or otherwise) by Executiveof all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), employment taxes and Excise Tax imposed upon theGross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. 

 

Subject to the provisions of this Section 4, all determinations required to be made under this Section 4, including whether and when aGross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche (the “Accounting Firm”) which shall provide detailedsupporting calculations both to the Employer and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Employer. In the event that the Accounting Firm isserving as accountant or auditor for the individual, entity or group effecting the Change of Control, Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall thenbe referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Employer. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the Employer to Executive withinfive days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax onExecutive’s applicable federal income tax return would not result in the imposition of negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company, the Employer and Executive. As a result of theuncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross- 

 

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Up Payments which will not have been made by the Employer should have been made (“Underpayment”), consistent with the calculations required to bemade hereunder. In the event that the Employer exhausts its remedies pursuant to the following provisions of this Section 4 and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount ofthe Underpayment that has occurred and any such Underpayment shall be promptly paid by the Employer to or for the benefit of Executive. 

 

Executive shall notify the Employer in writing of any claim by the Internal Revenue Service that, if successful, would require the paymentby the Employer of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after Executive is informed in writing of such claim and shall apprise the Employer of the nature of such claim andthe date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Employer (or such shorter period ending on the date thatany payment of taxes with respect to such claim is due). If the Employer notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: 

 

(a) give the Employer any information reasonably requestedby the Employer relating to such claim; 

 

(b)take such action in connection with contesting such claim as the Employer shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonablyselected by the Employer; 

 

(c) cooperate withthe Employer in good faith in order to effectively contest such claim; and 

 

(d) permit the Employer to participate in any proceedings relating to such claim; 

 

provided, however, that the Employer shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with suchcontest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax, employment tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costsand expenses. Without limitation of the foregoing provisions of this Section 4, the Employer shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals,proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executiveagrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Employer shall determine; provided, however, that if the Employer directsExecutive to pay such claim and sue for a refund, the Employer shall advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax, employmenttax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to 

 

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any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for thetaxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Employer’s control of the contest shall be limited to issues with respect to which aGross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. 

 

If, after the receipt by Executive of an amount advanced bythe Employer pursuant to the foregoing provisions of this Section 4, Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Employer complying with the requirements of this Section 4) promptlypay to the Employer the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Employer pursuant to the foregoing provisions of thisSection 4, a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Employer does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 daysafter such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. 

 

If the Company or the Employer are obligated to provideExecutive with one or more Welfare Benefit Coverages pursuant to Section 2(c), and the amount of such benefits or the value of such benefit coverage (including without limitation any insurance premiums paid by the Company or the Employer to providesuch benefits) is subject to any income, employment or similar tax imposed by federal, state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereaftercollectively referred to as the “Income Tax”) because such benefits cannot be provided under a nondiscriminatory health plan described in Section 105 of the Code or for any other reason, the Employer will pay to Executive an additionalpayment or payments (collectively, an “Income Tax Payment”). The Income Tax Payment will be in an amount such that, after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), Executiveretains an amount of the Income Tax Payment equal to the Income Tax imposed with respect to such welfare benefits or such welfare benefit coverage. 

 

5. **LEGAL FEESAND EXPENSES********:** It is the intent of theCompany and the Employer that Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of Executive’s rights under this Agreement by litigation or otherwise because thecost and expense thereof would detract from the benefits intended to be extended to Executive hereunder. Accordingly, if it should appear to Executive that the Company or the Employer have failed to comply with any of their obligations under thisAgreement or in the event that the Company or the Employer or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or torecover from, Executive the benefits provided or intended to be provided to Executive hereunder, the Employer irrevocably authorizes Executive from time to time to retain counsel of Executive’s choice, at the expense of the Employer ashereafter provided, to advise and represent Executive in connection with any 

 

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such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by oragainst the Company, the Employer or any director, officer, stockholder or other person affiliated with the Company or the Employer, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company or theEmployer and such counsel, the Company and the Employer irrevocably consent to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company, the Employer and Executive agree that a confidentialrelationship will exist between Executive and such counsel. Without regard to whether Executive prevails, in whole or in part, in connection with any of the foregoing, the Employer will pay and be solely financially responsible for any and allattorneys’ fees and related expenses incurred by Executive in connection with any of the foregoing except to the extent that a final judgment no longer subject to appeal finds that a claim or defense asserted by Executive was frivolous. In sucha case, the portion of such fees and expenses incurred by Executive as a result of such frivolous claim or defense shall become Executive’s sole responsibility and any funds advanced by the Company or by a trust created to secure such paymentshall be repaid. 

 

In the event a Change ofControl occurs, the performance of the Employer’s obligations under this Section 5 will be funded by amounts deposited or which may be deposited in trust pursuant to certain trust agreements to which the Company or the Employer may be a partyproviding that the fees and expenses of counsel selected from time to time by Executive pursuant to this Section 5 will be paid, or reimbursed to Executive if paid by Executive, either in accordance with the terms of such trust agreements, or, ifnot so provided, on a regular, periodic basis upon presentation by Executive to the Employer or to the trustee of a statement or statements prepared by such counsel in accordance with its customary practices. In order to be eligible for payment ofexpenses directly from the Employer, Executive must first exhaust all rights to payment under the trust agreements, if any, contemplated immediately above. The pendency of a claim by the Employer that a claim or defense of Executive is frivolous orotherwise lacking merit shall not excuse the Employer (or the trustee of a Trust contemplated by this Section 5) from making periodic payments of legal fees and expenses until a final judgment is rendered as hereinabove provided. Any failure by theEmployer to satisfy any of its obligations under this Section 5 will not limit the rights of Executive hereunder. Subject to the foregoing (and to the provisions of Section 14), Executive will have the status of a general unsecured creditor of theEmployer and will have no right to, or security interest in, any assets of the Company, the Employer or any Affiliate. 

 

6. **CONFIDENTIALITY********:** Executive acknowledges that pursuant to this Agreement, the Company agrees toprovide to him Confidential Information regarding the Company and the Company’s business and has previously provided him other such Confidential Information. In return for this and other consideration provided under this Agreement, Executiveagrees that he will not, while employed by the Company or the Employer and thereafter, disclose or make available to any other person or entity, or use for his own personal gain, any Confidential Information, except for such disclosures as requiredin the performance of his duties hereunder as may otherwise be required by law or legal process (in which case Executive and shall notify the Company of such legal or judicial proceeding as soon as practicable following his receipt of notice of sucha proceeding, and permit the Company to seek to protect its interests and information). For purposes of this Agreement, “Confidential Information” shall mean any and 

 

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all information, data and knowledge that has been created, discovered, developed or otherwise become known to the Company or any of its Affiliates orventures or in which property rights have been assigned or otherwise conveyed to the Company or any of its Affiliates or ventures, which information, data or knowledge has commercial value in the business in which the Company or any of itsAffiliates or ventures is engaged, except such information, data or knowledge as is or becomes known to the public without violation of the terms of this Agreement. By way of illustration, but not limitation, Confidential Information includesbusiness trade secrets, secrets concerning the Company’s or any of its Affiliates or ventures plans and strategies, nonpublic information concerning material market opportunities, technical trade secrets, processes, formulas, know-how,improvements, discoveries, developments, designs, inventions, techniques, marketing plans, manuals, records of research, reports, memoranda, computer software, strategies, forecasts, new products, unpublished financial information, projections,licenses, prices, costs, and employee, customer and supplier lists or parts thereof. 

 

7. **RETURNOF PROPERTY********:** Executive agrees that at the time of leaving the Company’s or the Employer’s employ, he will deliver tothe Employer (and will not keep in his possession, recreate or deliver to anyone else) all Confidential Information as well as all other devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints,sketches, materials, equipment, customer or client lists or information, or any other documents or property (including all reproductions of the aforementioned items) belonging to the Company or any of its Affiliates or ventures, regardless ofwhether such items were prepared by Executive. 

 

8.**NON-SOLICITATIONAND NON-COMPETITION********:**

 

(a) For consideration provided under this Agreement, including but not limited to the Company’s agreement to provide Executive withConfidential Information regarding the Company and the Company’s business, Executive agrees that while employed by the Company or the Employer and for one year following a Covered Termination that does not occur following a Change of Control,he shall not, without the prior written consent of the Company, directly or indirectly, (i) hire or induce, entice or solicit (or attempt to induce entice or solicit) any employee of the Company or any of its Affiliates or ventures to leave theemployment of the Company or any of its Affiliates or ventures or (ii) solicit or attempt to solicit the business of any customer or acquisition prospect of the Company or any of its Affiliates or ventures with whom Executive had any actual contactwhile employed at the Company, the Employer or any Affiliate. 

 

(b) Additionally, for consideration provided under this Agreement, including but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and theCompany’s business, Executive agrees that while employed by the Company or the Employer and for one year following a Covered Termination that does not occur following a Change of Control, he will not, without the prior written consent of theCompany, acting alone or in conjunction with others, either directly or indirectly, engage in 

 

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any business that is in competition with the Company or any of its Affiliates or ventures or accept employment with or render services to such a business asan officer, agent, employee, independent contractor or consultant, or otherwise engage in activities that are in competition with the Company or any of its Affiliates or ventures. 

 

(c) The restrictions contained in this Paragraph 8 are limited to a 50-mile radius around any geographicalarea in which the Company or any of its Affiliates or ventures engages (or has definite plans to engage) in operations or the marketing of its products or services at the time of a Covered Termination. 

 

(d) Executive acknowledges that these restrictive covenantsunder this Agreement, for which Executive received valuable consideration from the Company as provided in this Agreement, including but not limited to the Company’s agreement to provide Executive with Confidential Information regarding theCompany and the Company’s business are ancillary to otherwise enforceable provisions of this Agreement that the consideration provided by the Company gives rise to the Company’s interest in restraining Executive from competing and that therestrictive covenants are designed to enforce Executive’s consideration or return promises under this Agreement. Additionally, Executive acknowledges that these restrictive covenants contain limitations as to time, geographical area, and scopeof activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other legitimate business interests of the Company, including but not limited to the Company’s need to protectits Confidential Information. 

 

(e) Executivealso agrees to sign and abide by the Company’s generally applicable Confidential Information and Intellectual Property Policy, as it exists now and may change from time to time in the future. 

 

9. **NOTICES********:** For purposesof this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail, return receiptrequested, postage prepaid, addressed as follows: 

 

If to Company or the Employer:
  Reliant Energy, Inc.   1000 Main Street   Houston, Texas 77002   ATTENTION: Chairman of the Board
If to Executive:
   
 

or to such other address as eitherparty may furnish to the other in writing in accordance herewith, except that notices of changes of address shall be effective only upon receipt. 

 

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10. **APPLICABLE LAW********:** The validity,interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Texas, including the Texas statute of limitations, but without giving effect to the principlesof conflict of laws of such State. 

 

11.**SEVERABILITY********:** If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall notaffect the validity or enforceability of any other provision of this Agreement and all other provisions shall remain in full force and effect. 

 

12. **WITHHOLDINGOF TAXES********:** The Company or the Employer, as applicable, maywithhold from any payments payable under this Agreement all federal, state, city or other taxes as may be required pursuant to any law or governmental regulation or ruling. 

 

13. **NO ASSIGNMENT; SUCCESSORS********:**Executive’s right to receive payments or benefits hereunder shall not be assignable or transferable, whether by pledge, creation or a security interest or otherwise, whether voluntary, involuntary, by operation of law or otherwise, other than atransfer by will or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this Section 13 the Company shall have no liability to pay any amount so attempted to be assigned or transferred. ThisAgreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. 

 

This Agreement shall be binding upon and inure to thebenefit of the Company and the Employer and their successors and assigns (including, without limitation, any company into or with which the Company may merge or consolidate). 

 

14. **PAYMENT OBLIGATIONS ABSOLUTE********:** Exceptfor the requirement of Executive to execute and return to the Company the Waiver and Release in accordance with Section 2, the Company’s and the Employer’s obligation to pay Executive the amounts and to make the arrangements providedherein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counter-claim, recoupment, defense or other right which the Company or the Employer (including their Affiliates)may have against him/her or anyone else. All amounts payable by the Company or the Employer (including its Affiliates hereunder) shall be paid without notice or demand. Executive shall not be obligated to sign an agreement not to compete with theCompany in addition to that set forth in Section 8 or to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any other employment shall in no event effect anyreduction of the Company’s or the Employer’s obligations to make (or cause to be made) the payments and arrangements required to be made under this Agreement. In the event that the Employer fails to pay any amount or provide any benefitrequired to be made or provided by the terms of this Agreement, the Company shall be required to make such payment or provide such benefit, as the case may be, under the same terms and conditions that were applicable to the Employer. 

 

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15.**NUMBERAND GENDER********:**Wherever appropriate herein, words used in the singular shall include the plural and the plural shall include the singular. The masculine gender where appearing herein shall be deemed to include the feminine gender. 

 

16. **CONFLICTS********:** Except asotherwise provided in Exhibit B, this Agreement constitutes the entire understanding of the parties with respect to its subject matter and supercedes any other agreement or other understanding, whether oral or written, express or implied, betweenthem concerning, related to or otherwise in connection with, the subject matter hereof. 

 

17. **TERM********:** The effective date of the Agreement is                    , 200  . This Agreement shall remain in effect until January 14, 2006. Upon the occurrence of a Change ofControl, the term shall be automatically extended to a date which is three years from the date upon which the Change of Control occurs. If Executive’s employment is terminated prior to the occurrence of a Change of Control this Agreement shallimmediately terminate, except that terms of this Agreement, which must survive the termination this Agreement in order to be effectuated (including the provisions of Sections 2, 5, 6, 7 and 8) shall survive. 

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed anddelivered this              day of                  200  , but effective as ofthe day and year first above written. 

 
**RELIANT ENERGY, INC.**By    **Joel V. Staff**  **Chief Executive Officer****RELIANT ENERGY CORPORATE SERVICES, LLC**By    **Joel V. Staff**  **Chief Executive Officer****EXECUTIVE** 
 

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**Exhibit A**

 

**WAIVER AND RELEASE**

 

In exchange for the payment to me of the severancebenefits described in Section 2 of the Severance Agreement between Reliant Energy, Inc. (the “Company”), Reliant Energy Corporate Services, LLC (the “Employer”) and me effective as of            , 2004 (the ”Agreement”) and of other remuneration and consideration provided for in the Agreement (the “Benefits”), which is in addition to anyremuneration or benefits to which I am already entitled, I agree not to sue and to release and forever discharge the Company, the Employer and all of their respective parents, subsidiaries, affiliates and unincorporated divisions, and its or theirrespective officers, directors, agents, servants, employees, successors, assigns, insurers, employee benefit plans and fiduciaries, and agents of any of the foregoing (collectively, the “Corporate Group”) from any and all damages, losses,causes of action, expenses, demands, liabilities, and claims on behalf of myself, my heirs, executors, administrators, and assigns with respect to all matters relating to or arising out of my employment with or separation from the Company, under anyemployee benefit plan or claims for indemnity arising as a result of my being an officer or fiduciary of the Corporate Group. The release does not apply to claims or causes of action accruing after the date hereof. 

 

**I acknowledge that signing this Waiver and Release is an important legalact and that I have been advised in writing to consult an attorney prior to execution. I also understand that, in order to be eligible for the Benefits, I must sign and return this Waiver and Release to the Company’s General Counsel. Iacknowledge that I have been given at least 21 days to consider whether to execute this Waiver and Release.**

 

In exchange for the payment to me of the Benefits, which is in addition to any remuneration or benefits to which I am already entitled, (1) I agree not tosue in any local, state or federal court regarding or relating in any way to my employment with or separation from the Company, the Employer or any member of the Corporate Group, and (2) I knowingly and voluntarily waive all claims and release theCorporate Group from any and all claims, demands, actions, liabilities, and damages, whether known or unknown, arising out of or relating in any way to my employment with or separation from the Company, the Employer or any member of the CorporateGroup, except to the extent that my rights are vested under the terms of employee benefit plans sponsored by the Corporate Group, rights described in the Agreement, claims for indemnity from the Corporate Group arising as a result of being anofficer or fiduciary of the Corporate Group, and except with respect to such rights or claims as may arise after the date this Waiver and Release is executed. Except for the matters identified above that are not the subject of this Waiver andRelease, this Waiver and Release includes, but is not limited to, claims and causes of action under: Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act of 1967, as amended, including the Older WorkersBenefit Protection Act of 1990; the Civil Rights Act of 1866, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act of 1990; the Energy Reorganization Act, as amended, 42 U.S.C. § 5851; the Workers Adjustment andRetraining Notification Act of 1988; the Pregnancy Discrimination Act of 1978; the Employee Retirement Income Security Act of 1974, as 

 

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amended; the Family and Medical Leave Act of 1993; the Fair Labor Standards Act; the Occupational Safety and Health Act; the Texas Labor Code §21.001et. seq.; the Texas Labor Code; the Sarbanes-Oxley Act of 2002; claims in connection with workers’ compensation or “whistle blower” statutes; and claims for breach of contract (whether written or oral, expressed or implied), tort,personal injury, defamation, negligence or wrongful termination; and any other claims under the statutory, regulatory, administrative, constitutional or common law of any nation, state, locality or any other jurisdiction. 

 

Further, I expressly represent that no promise or agreement which is notexpressed in this Waiver and Release has been made to me in executing this Waiver and Release, and that I am relying on my own judgment in executing this Waiver and Release, and that I am not relying on any statement or representation of any memberof the Corporate Group or any of their agents. I agree that this Waiver and Release is valid, fair, adequate and reasonable, is with my full knowledge and consent, was not procured through fraud, duress or mistake and has not had the effect ofmisleading, misinforming or failing to inform me. I acknowledge and agree that the Company or the Employer, as applicable, will withhold any taxes required by federal or state law from the Benefits otherwise payable to me. 

 

I understand that for a period of seven calendar days following theCompany’s receipt of this Waiver and Release executed by me, I may revoke my acceptance of the offer of the Benefits by delivering a written statement to the Company’s General Counsel, by hand or by registered-mail, in which case theWaiver and Release will not become effective. In the event I revoke my acceptance of this offer, the Company and the Employer shall have no obligation to provide me the Benefits. I understand that failure to revoke my acceptance of the offer withinseven days after the date I sign this Waiver and Release will result in this Waiver and Release being permanent and irrevocable. 

 

I agree that the terms of this Waiver and Release are CONFIDENTIAL and that any disclosure to anyone for any purpose whatsoever except as required by lawby me or my agents, representatives, heirs, spouse, employees or spokespersons shall be a breach of this Waiver and Release. 

 

I agree that this Waiver and Release is valid. I agree that this Waiver and Release is fair, adequate and reasonable. I agree that my consent to thisWaiver and Release was with my full knowledge and was not procured through fraud, duress or mistake. 

 

I acknowledge that payment of the Benefits is not an admission by any member of the Corporate Group that they engaged in any wrongful or unlawful act orthat any member of the Corporate Group violated any law or regulation. I understand that nothing in this Waiver and Release is intended to prohibit, restrict or otherwise discourage me from engaging in any activity related to matters of public oremployee health or safety, specifically to include activity protected under 42 U.S.C. § 5851 and 10 C.F.R. § 50.7, including, but not limited to, providing information to the Nuclear Regulatory Commission (“NRC”) regardingnuclear safety or quality concerns, potential violations or other matters within the NRC’s jurisdiction. Similarly, nothing herein is intended to prohibit, restrict or otherwise discourage me or any other individual from making reports ofunsafe, wrongful or illegal conduct to any agency or branch of the local, state 

 

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or federal government, including law enforcement authorities, public utility commissions, energy regulatory commissions or any other lawful authority.

 

I understand and agree that in the event of any breach of theprovisions of Sections 6 or 8 of the Agreement, or threatened breach, by me, the Company or the Employer, in their discretion, may initiate appropriate action as provided in those Sections and may recover all lawful damages which it may prove by apreponderance of the evidence in accordance with the law specified in those Sections. 

 

I acknowledge that this Waiver and Release set forth the entire understanding and agreement between me, the Company and the Employer concerning the subject matter of this Waiver and Release and supersedes any prior orcontemporaneous oral and/or written agreements or representations, if any, between me, the Company, the Employer or any other member of the Corporate Group. The invalidity or enforceability of any provisions hereof shall in no way affect thevalidity or enforceability of any other provision. 

 
  
Name
  
Social Security Number
  
Signature Date

 

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**Exhibit B**

 

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