Exhibit 10.1


 


RELIANT
ENERGY, INC.

2002 LONG-TERM INCENTIVE PLAN


 


RESTRICTED
STOCK AWARD AGREEMENT


 


Pursuant to this Award
Agreement, as of                             ,
          ,
Reliant Energy, Inc.
(the “Company”) hereby grants to «Director»
(the “Participant”), a Director of the Company, «Shares» shares of Restricted Stock. Such
number of shares are subject to adjustment as provided in Section 15 of the
Reliant Energy, Inc. 2002 Long-Term Incentive Plan (the “Plan”), subject to the
terms, conditions and restrictions described in the Plan and in this Agreement.


 


1.                                       Relationship to the Plan. This
grant of Restricted Stock is subject to all of the terms, conditions and
provisions of the Plan and administrative interpretations thereunder, if any,
which have been adopted by the Committee and are in effect on this date. Except
as defined herein, capitalized terms have the same meanings as under the Plan. If
any provision of this Award Agreement
conflicts with the express terms of the Plan, the terms of the Plan control
and, if necessary, the applicable provisions of this Award Agreement are deemed amended so
as to carry out the purpose and intent of the Plan. References to the
Participant also include the heirs or other legal representatives of the
Participant or the Participant’s estate.


 


2.                                       Restrictions. The Restricted Stock granted under this Agreement may
not be sold, assigned, transferred, pledged or otherwise encumbered until the
restrictions have lapsed (“Restriction Period”) except as otherwise provided in
this Section 2. Notwithstanding anything herein or in the Plan to the contrary,
the shares of Restricted Stock are transferable by the Participant to Immediate
Family Members, Immediate Family Member Trusts, and Immediate Family Member
Partnerships pursuant to Section 14 of the Plan.


 


3.             Vesting and Forfeiture.


 


(a)                                  The  Restricted Stock vests as of the date of the
Company’s annual meeting in          (“Vesting
Date”) (the end of the Participant’s current term as a Director during which
the shares of Restricted Stock were granted), provided the Participant does not
terminate service, except as otherwise provided in this Section 3, before the
Vesting Date.


 


(b)                                 If
the Participant’s service as a Director is terminated due to death or
Disability, the Restricted Stock vests at the time of such termination to the
extent not previously vested pursuant to this Section 3. For purposes of this
Award Agreement, “Disability” means a physical or mental impairment of
sufficient severity such that the Participant can no longer serve as a
Director.


 


(c)                                  If
the Participant terminates service on the Board for any reason other than death
or Disability, the Restricted Stock granted during the term during which the
Participant terminates service will be forfeited in its entirety upon
termination.


 


4.                                       Rights as a Stockholder. Except as otherwise specifically
provided in this Award Agreement and the Plan, during the Restriction Period
the Participant shall have all the rights of a stockholder with respect to the
Restricted Stock including, without limitation, the right


 


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to vote the Restricted Stock and the right to receive
any dividends with respect thereto.


 


5.                                       Change in Control. Notwithstanding anything herein to the contrary, upon
any Change of Control the Restricted Stock will vest to the extent not
previously vested.


 


6.                                       Notices.  For purposes of this Award Agreement, notices and all other communications must be in
writing and will be deemed to have been given when personally delivered or when
mailed by United States registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:


 


	
  If to Company:

  	
   

  	
  Reliant Energy, Inc.

  
	
   

  	
   

  	
  1000 Main Street

  
	
   

  	
   

  	
  Houston, Texas 77002

  
	
   

  	
   

  	
  ATTENTION: 
  Senior Vice President and

  
	
   

  	
   

  	
  Corporate Secretary

  
	
   

  	
   

  	
   

  
	
  If to Director:

  	
   

  	
   

  
	
   

  	
   

  	
  c/o Corporate Secretary

  
	
   

  	
   

  	
  Reliant Energy, Inc.

  
	
   

  	
   

  	
  1000 Main Street

  
	
   

  	
   

  	
  Houston, Texas 77002

  



 


or to such other
address as either party may furnish to the other in writing in accordance with
this Section 6.


 


7.                                       Successors and Assigns. This Award Agreement is binding upon
and inures to the benefit of the
Participant, the Company and their respective permitted successors and assigns.


 


	
   

  	
   

  	
   

  
	
   

  	
  Joel V. Staff

  
	
   

  	
  Chairman and Chief Executive Officer

  



 


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