exv10w1



 





Exhibit 10.1




	 	 	 	 
	

	 	NRG ENERGY, INC. LONG-TERM INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT	 







«Merge_Name»

«Address»

«City», «State» «Zip»


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 an option under the Plan. The option granted to
you under this Non-Qualified Stock Option Agreement (this “Agreement”) is a
Non-qualified Stock Option, as defined in the Plan, and is neither intended to
be, nor will be, treated as an Incentive Stock Option. You are sometimes
referred to in this Agreement as the “Participant.”



This Agreement constitutes the Grant Agreement pursuant to Section 6 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 in this
Agreement and not defined herein shall have the meaning assigned to them in the
Plan.



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 ELIGIBILITY TO EXERCISE THE
OPTION GRANTED IN THIS AGREEMENT.





	1.	 	Grant of Option.






	 	 	The Company hereby grants you a right to purchase shares of the Company’s
Common Stock as follows, upon the terms and subject to the conditions set
forth in this Agreement and the Plan (as amended from time to time) (the
“Option”):





	 	 	 
	Date of Grant:

	 	«Grant_Date»
	 
	 	 
	Number of Shares:

	 	«NQSO»
	 
	 	 
	Exercise Price:

	 	«Price»
	 
	 	 
	Expiration Date:

	 	«Exp_Date»







     The Option is a Non-Qualified Stock Option under the Plan.



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	2.	 	Vesting Schedule and Exercise.






	 	 	The Option shall not be exercisable as of the Date of Grant. After the Date
of Grant, to the extent not previously exercised, and subject to termination
or acceleration as provided in this Agreement and the Plan, the Option shall
be exercisable to the extent it becomes vested, which shall be in accordance
with the following schedule:





	 	 	 	 	 
	Period of Continuous Service	 	% of Option Shares
	from Date of Grant
	 	That Are Vested

	1 year
	 	 	33 1/3	%
	2 years
	 	 	66 2/3	%
	3 years
	 	 	100	%







     Notwithstanding the foregoing,




	(i)	 	if there is a Change in Control (as defined in the
Plan) of the Company, the Option shall immediately vest in
full upon such Change in Control, and shall be exercisable
until the Expiration Date, unless earlier terminated pursuant
to Section 6 of this Agreement;
	 
	(ii)	 	in connection with any transaction of the type
referred to as a “Business Combination” in clause (iii) of
the definition of a Change in Control in Section 2(c) of the
Plan, the Committee administering the Plan may






	(A)	 	cancel any or all of this Option and pay
to Participant an amount equal to the amount that
Participant would have received in the Business
Combination if the Option had been fully exercised
immediately prior to such transaction, less the
aggregate exercise price of the cancelled Option, or
	 
	(B)	 	if the aggregate exercise price of the
Option is greater than the amount that the Participant
would receive if Participant had exercised the Option
immediately prior to the Business Combination, the
Committee may cancel the Option for no consideration or
payment of any kind.






	 	 	Payment of any amount payable pursuant to clause (ii) of the preceding
sentence may be made in cash or, in the event that the consideration to be
received in such transaction includes securities or other property, in cash
and/or securities or other property in the Committee’s discretion.
	 
	 	 	To the extent then exercisable, the Option may be exercised in whole or in
part, from time to time. The Participant shall exercise the Option using a
written notice of exercise in a form and in accordance with procedures
approved by the Company, and the notice of exercise shall be accompanied by
payment of the exercise price. Unless otherwise determined by the
Committee, payment may be made in accordance with the terms and conditions
of the Plan (i) in cash (including check, bank draft, money order or wire
transfer of immediately available funds), (ii) by delivery of outstanding
 shares of Common Stock with a Fair Market Value on the date of exercise
equal to the aggregate exercise price payable with respect to the options’
exercise, (iii) by means of any cashless exercise procedures approved by the
Committee and as may be in effect on the date of exercise or (iv) by any
combination of the foregoing, in each case in accordance with the terms and
conditions of the Plan.




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	3.	 	Transfer of Option






	 	 	Unless otherwise permitted by the Committee or Section 14 of the Plan, the
Option may not be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated, other than pursuant to the laws of descent and
distribution. Any attempted disposition in violation of this Section 3 and
Section 14 of the Plan shall be void.
	 
	4.	 	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
Option until such shares have been purchased and issued to him or her. The
Company shall not be required to issue or transfer any certificates for
shares of Common Stock purchased upon exercise of the Option until all
applicable requirements of law have been complied with and the shares have
been duly listed on any securities exchange on which the Common Stock may
then be listed.
	 
	5.	 	No Effect on Capital Structure
	 
	 	 	The Option 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.
	 
	6.	 	Expiration of Option
	 
	 	 	The right to purchase Common Stock under the Option shall expire on the
Expiration Date specified in Section 2 of this Agreement, which is ten (10)
years from the date the Option was granted, unless the Option expires
earlier in the circumstances described below in this Section 6. 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 Option shall vest
in full and shall be exercisable by the executor or administrator of
Participant’s estate (or any person to whom the Option is transferred by
will or the laws of descent and distribution) until the earlier of the
Expiration Date or 12 months after the date of such Termination of
Service, and thereafter the Option shall terminate and cease to be
exercisable. In addition, notwithstanding the other provisions of this
Section 6, if a Participant dies after a Termination of Service but while
an Option is otherwise exercisable, the portion of the Option that is
exercisable as of the date of such Termination of Service shall expire on
the earlier of the Expiration Date or 12 months after the date of death.
	 
	(b)	 	Disability.
	 
	 	 	Upon a Termination of Service by reason of Disability, the Participant
shall have the right until the earlier of the Expiration Date or 12
months after the date of such Termination of Service to exercise only
that portion of the Option that was exercisable as of the date of such
Termination of Service, and thereafter the Option shall terminate and
cease to be exercisable.




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	(c)	 	Retirement
	 
	 	 	Upon a Termination of Service by reason of Retirement, the Participant
shall have the right, until the earlier of the Expiration Date or two (2)
years after the date of such Termination of Service, to exercise only
that portion of the Participant’s Option that was exercisable as of the
date of such Termination of Service, and thereafter the Option shall
terminate and cease to be exercisable.
	 
	(d)	 	Termination of Service for Cause.
	 
	 	 	Upon a Termination of Service for Cause, the portion, if any, of the
Option that remains unexercised at the time the Participant is notified
of such Termination of Service shall terminate and cease to be
exercisable as of such time.
	 
	(e)	 	Termination of Service without Cause.
	 
	 	 	Upon a Termination of Service without Cause for any reason other than
those set forth specifically in this Section 6, the Participant shall
have the right until the earlier of the Expiration Date or for 90 days
after the date of such Termination of Service to exercise only that
portion of the Option that was exercisable as of the date of such
Termination of Service, and thereafter the Option shall terminate and
cease to be exercisable.






	 	 	It is the Participant’s responsibility to be aware of the date the Option
terminates.






	7.	 	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.
	 
	8.	 	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.
	 
	9.	 	Limitation on Rights; No Right to Future Grants; Extraordinary
Item.
	 
	 	 	By entering into this Agreement and accepting the Option, 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 Option 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 Option is an extraordinary item which is outside the
scope of the Participant’s employment contract, if any, unless expressly
provided for in any




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	 	 	such employment contract; (f) the Option 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 Option as a result of the Participant’s Termination
of Service for any reason; (g) the future value of the Common Stock subject
to the Option is unknown and cannot be predicted with certainty, (h) neither
the Plan, the Option nor the issuance of the shares underlying the Option
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 Option will not be interpreted to form an
employment relationship with the Company or any Subsidiary; and furthermore,
the grant of the Option will not be interpreted to form an employment
contract with the Company or any Subsidiary.






	10.	 	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 Option pursuant
to the express provisions of this Agreement.




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	(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.
	 
	(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 Option. 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
exercise the Option or transfer or sell shares of Common Stock issued
pursuant to the Option 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 Option 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






	(i)	 	Participant Election. Unless otherwise determined by the
Committee, a Participant may elect to deliver shares of Common Stock
(or have the Company withhold Shares acquired upon exercise of the
Option) to satisfy, in whole or in part, the amount the Company is
required to withhold for taxes in connection with the exercise of
the Option. The Participant must make the election on or before the
date the amount of tax to be withheld is determined. Once made, the
election is irrevocable. The fair market value of the shares to be
withheld or delivered will be the Fair Market Value as of the date
the amount of tax to be withheld is determined. In the event a
Participant elects to deliver or have the Company withhold shares of
Common Stock pursuant to this Section 11(g)(i), such delivery or
withholding must be made subject to the conditions and pursuant to
the procedures set forth in Section 6(b) of the Plan with respect to
the delivery or withholding of Common Stock in payment of the
exercise price of options.
	 
	(ii)	 	Company Requirement. The Company may require, as a condition
to any grant or exercise under this Agreement or to the delivery of
certificates for Shares issued upon exercise of the Option, that
Participant make provision for the payment to the Company, either
pursuant to paragraphs (i) of (ii) of this Section 11(g), of
federal,




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	 	 	state or local taxes of any kind required by law to be withheld with
respect to any grant or delivery of Common Stock. The Company, to the
extent permitted or required by law, shall have the right to deduct
from any payment of any kind (including salary or bonus) otherwise due
to a Participant, an amount equal to any federal, state or local taxes
of any kind required by law to be withheld with respect to any grant
or delivery of Common Stock under the Plan and this Agreement.






	(h)	 	Information Confidential
	 
	 	 	As partial consideration for the granting of the Option, 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.





[SIGNATURES ON NEXT PAGE]




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IN WITNESS WHEREOF, the parties have executed and delivered 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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