exv10w2



 






Exhibit 10.2



	 	 	 	 
	

	 	NRG ENERGY, INC. LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT	 







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Congratulations on your selection as a Participant under the Long-Term
Incentive Compensation Plan (“Plan”) of NRG Energy, Inc. (the “Company”). You
have been chosen to receive Restricted Stock Units (“RSUs”) under the Plan.



This Restricted Stock Unit Agreement (this “Agreement”) constitutes the Grant
Agreement pursuant to Section 8 of the Plan. If there is any inconsistency
between the terms of this Agreement and the terms of the Plan, the Plan’s terms
shall completely supersede and replace the conflicting terms of this Agreement.
Capitalized terms used but not defined in this Agreement shall have the meaning
assigned to them in the Plan. You are sometimes referred to as the
“Participant” in this Agreement.



PLEASE NOTE THAT BY SIGNING THIS AGREEMENT YOU ARE ACKNOWLEDGING THAT YOU AGREE
TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE PLAN, INCLUDING WITHOUT
LIMITATION TERMS AND CONDITIONS THAT MAY LIMIT YOUR ABILITY TO PURCHASE THE
COMMON STOCK UNDERLYING THE RSUs GRANTED IN THIS AGREEMENT.





	1.	 	Grant of RSU.
	 
	 	 	You are hereby granted RSUs as follows:





	 	 	 
	Date of Grant:

	«Grant_Date»	 
	 
	 	 
	Vesting Commencement Date:

	Date of Grant	 
	 
	 	 
	Vesting Period:

	Please refer to Section 2 of this Agreement	 
	 
	 	 
	Total Number of RSUs:

	«RSUs»	 







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	2.	 	Vesting Schedule.
	 
	 	 	Provided that you have been continuously employed by the Company during the
vesting period, the RSUs will vest in full on the third anniversary of the
Date of Grant.
	 
	 	 	Notwithstanding the foregoing, if there is a Change in Control (as defined
in the Plan) of the Company, the RSUs shall vest in full immediately upon
such Change in Control.
	 
	 	 	You may receive a deferral form prior to vesting, at which time you would be
given the opportunity to defer receipt of the common stock underlying the
RSU in accordance with the terms of the deferral form, or you would be able
to elect to receive your shares on the vesting date.
	 
	3.	 	Conversion of RSU and Issuance of Shares
	 
	 	 	Upon vesting of the Award, one share of Common Stock shall be issued for
each RSU that vests on such vesting date, subject to the terms and
conditions of this Agreement and the Plan.
	 
	4.	 	Transfer of RSUs
	 
	 	 	Unless otherwise permitted by the Committee or Section 14 of the Plan, the
RSUs may not be sold, transferred, pledged, assigned or otherwise alienated
or hypothecated, other than pursuant to a will or the laws of descent and
distribution. Any attempted disposition in violation of this Section 4 and
Section 14 of the Plan shall be void.
	 
	5.	 	Status of Participant
	 
	 	 	The Participant shall not be, or have rights as, a stockholder of the
Company with respect to any of the shares of Common Stock subject to the
Award unless such Award has vested, and shares underlying the RSU have been
issued and delivered to him or her. The Company shall not be required to
issue or transfer any certificates for shares of Common Stock upon vesting
of the Award until all applicable requirements of law have been complied
with and such shares have been duly listed on any securities exchange on
which the Common Stock may then be listed.
	 
	6.	 	No Effect on Capital Structure
	 
	 	 	The Award shall not affect the right of the Company or any Subsidiary to
reclassify, recapitalize or otherwise change its capital or debt structure
or to merge, consolidate, convey any or all of its assets, dissolve,
liquidate, windup, or otherwise reorganize.
	 
	7.	 	Expiration and Forfeiture of Award
	 
	 	 	Your Award shall vest and/or expire in the circumstances described below in
this Section 7. As used herein, “Termination of Service” means termination
of a Participant’s employment by or service to the Company, including any of
its Subsidiaries.






	(a)	 	Death.
	 
	 	 	Upon a Termination of Service by reason of death, the Award shall vest in
full and the Common Stock underlying the Award shall be issued and
delivered to the Participant’s legal representatives, heirs, legatees, or
distributees.




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	(b)	 	Termination of Service other than as a result of Death.
	 
	 	 	Upon a Termination of Service by any reason other than death, including
without limitation as a result of Disability, Retirement, voluntary
resignation or termination for Cause, any unvested portion of the Award
shall expire and be forfeited to the Company.






	8.	 	Committee Authority
	 
	 	 	Any question concerning the interpretation of this Agreement, any
adjustments required to be made under the Plan, and any controversy that may
arise under the Plan or the Grant Agreement shall be determined by the
Committee in its sole discretion. Any decisions by the Committee regarding
the Plan or this Agreement shall be final and binding.
	 
	9.	 	Plan Controls
	 
	 	 	The terms of this Agreement are governed by the terms of the Plan, as it
exists on the date of the grant and as the Plan is amended from time to
time. In the event of any conflict between the provisions of this Agreement
and the provisions of the Plan, the terms of the Plan shall control.
	 
	10.	 	Limitation on Rights; No Right to Future Grants; Extraordinary
Item.
	 
	 	 	By entering into this Agreement and accepting the Award, the Participant
acknowledges that: (a) the Plan is discretionary and may be modified,
suspended or terminated by the Company at any time as provided in the Plan,
provided that, except as provided in Section 17 of the Plan, no amendment to
this Agreement shall adversely affect in a material manner the Participant’s
rights under this Agreement without his or her written consent; (b) the
grant of the Award is a one-time benefit and does not create any contractual
or other right to receive future grants of awards or benefits in lieu of
awards; (c) all determinations with respect to any such future grants,
including, but not limited to, the times when awards will be granted, the
number of shares subject to each award, the award price, if any, and the
time or times when each award will be settled, will be at the sole
discretion of the Company; (d) participation in the Plan is voluntary; (e)
the value of the Award is an extraordinary item which is outside the scope
of the Participant’s employment contract, if any, unless expressly provided
for in any such employment contract; (f) the Award is not part of normal or
expected compensation for any purpose, including without limitation for
calculating any benefits, severance, resignation, termination, redundancy,
end of service payments, bonuses, long-service awards, pension or retirement
benefits or similar payments, and the Participant will have no entitlement
to compensation or damages as a consequence of the forfeiture of any
unvested portion of the Award as a result of the Participant’s Termination
of Service for any reason; (g) the future value of the Common Stock subject
to the Award is unknown and cannot be predicted with certainty, (h) neither
the Plan, the Award nor the issuance of the shares underlying the Award
confers upon the Participant any right to continue in the employ or service
of (or any other relationship with) the Company or any Subsidiary, nor do
they limit in any respect the right of the Company or any Subsidiary to
terminate the Participant’s employment or other relationship with the
Company or any Subsidiary, as the case may be, at any time with or without
Cause, and (i) the grant of the Award will not be interpreted to form an
employment relationship with the Company or any Subsidiary; and furthermore,
the grant of the Award will not be interpreted to form an employment
contract with the Company or any Subsidiary.




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	11.	 	General Provisions






	(a)	 	Notice
	 
	 	 	Whenever any notice is required or permitted hereunder, such notice must
be in writing and delivered in person or by mail (to the address set
forth below if notice is being delivered to the Company) or
electronically. Any notice delivered in person or by mail shall be deemed
to be delivered on the date on which it is personally delivered, or,
whether actually received or not, on the third business day after it is
deposited in the United States mail, certified or registered, postage
prepaid, addressed to the person who is to receive it at the address set
forth in this Agreement. Notices delivered to the Participant in person
or by mail shall be addressed to the address for the Participant in the
records of the Company. Notices delivered to the Company in person or by
mail shall be addressed as follows:





	 	 	 
	Company:

	 	NRG Energy, Inc.
	

	 	Attn: Vice President, Human Resources
	

	 	901 Marquette Avenue, Suite 2300
	

	 	Minneapolis, MN 55402








	 	 	The Company or the Participant may change, by written notice to the
other, the address previously specified for receiving notices.
	 
	(b)	 	No Waiver
	 
	 	 	No waiver of any provision of this Agreement will be valid unless in
writing and signed by the person against whom such waiver is sought to be
enforced, nor will failure to enforce any right under this Agreement
constitute a continuing waiver of the same or a waiver of any other right
hereunder.
	 
	(c)	 	Undertaking
	 
	 	 	The Participant hereby agrees to take whatever additional action and
execute whatever additional documents the Company may deem necessary or
advisable in order to carry out or effect one or more of the obligations
or restrictions imposed on either the Participant or the Award pursuant
to the express provisions of this Agreement.
	 
	(d)	 	Entire Contract
	 
	 	 	This Agreement and the Plan constitute the entire contract between the
parties hereto with regard to the subject matter hereof. This Agreement
is made pursuant to the provisions of the Plan and will in all respects
be construed in conformity with the express terms and provisions of the
Plan.
	 
	(e)	 	Successors and Assigns
	 
	 	 	The provisions of this Agreement shall inure to the benefit of, and be
binding on, the Company and its successors and assigns and Participant
and Participant’s legal representatives, heirs, legatees, distributees,
assigns and transferees by operation of law.




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	(f)	 	Securities Law Compliance
	 
	 	 	The Company currently has an effective registration statement on file
with the Securities and Exchange Commission with respect to the shares of
Common Stock subject to the Award. The Company intends to maintain this
registration but has no obligation to the Participant to do so. If the
registration ceases to be effective, the Participant will not be able to
transfer or sell shares of Common Stock issued pursuant to the Award
unless exemptions from registration under applicable securities laws are
available. Such exemptions from registration are very limited and might
be unavailable. Participant agrees that any resale of the shares of
Common Stock issued pursuant to the Award shall comply in all respects
with the requirements of all applicable securities laws, rules and
regulations (including, without limitation, the provisions of the
Securities Act of 1933, the Securities Exchange Act of 1934 and the
respective rules and regulations promulgated thereunder) and any other
law, rule or regulation applicable thereto, as such laws, rules, and
regulations may be amended from time to time. The Company shall not be
obligated to either issue shares of Common Stock or permit the resale of
any such shares if such issuance or resale would violate any such
requirements.
	 
	(g)	 	Taxes
	 
	 	 	Participant acknowledges that the removal of restrictions with respect to
an RSU will give rise to a withholding tax liability, and that no shares
of Common Stock are issuable hereunder until such withholding obligation
is satisfied in full. The Participant agrees to remit to the Company the
amount of any taxes required to be withheld. The Committee, in its sole
discretion, may permit Participant to satisfy all or part of such tax
obligation through withholding of the number of shares of Stock otherwise
issued to him or her hereunder and/or by the Participant transferring to
the Company nonrestricted shares of Common Stock previously owned by the
Participant for at least six (6) months prior to the vesting of the Award
hereunder, with the amount of the withholding to be credited based on the
current Fair Market Value of the Stock as of the date the amount of tax
to be withheld is determined.
	 
	(h)	 	Information Confidential
	 
	 	 	As partial consideration for the granting of the Award, the Participant
agrees that he or she will keep confidential all information and
knowledge that the Participant has relating to the manner and amount of
his or her participation in the Plan; provided, however, that such
information may be disclosed as required by law and may be given in
confidence to the Participant’s spouse, tax and financial advisors, or to
a financial institution to the extent that such information is necessary
to secure a loan.
	 
	(i)	 	Governing Law
	 
	 	 	Except as may otherwise be provided in the Plan, the provisions of this
Agreement shall be governed by the laws of the state of Delaware, without
giving effect to principles of conflicts of law.




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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.




	 	 	 	 	 	 	 
	 	 	NRG ENERGY, INC.
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	
	 	 
	 	 	
Name: David Crane
	 	 	
Title:   President & CEO
	 
	 	 	 	 	 	 
	 	 	PARTICIPANT:
	 
	 	 	 	 	 	 
	

	 	 	 	
	 	 
	

	 	
Name:	 	 	 	 
	

	 	 	 	
	 	 








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