exv10w2w89






Exhibit 10.2.89




February 2, 2011




Tom C. Livengood

1181 Janet Dr.

Canyon Lake, TX 78133





			
	           Re:	 	Retention Agreement





Dear Tom:




         Your employment is important to GenOn Energy Services, LLC (the “Company”).
Therefore, the Company will provide you with certain benefits if you meet all the terms of this
letter agreement (the “Agreement”).




	A.	 	Your “Retention Period” will be the period of time from the date you execute this
Agreement until the earlier of: (1) August 1, 2013; or (2) the date that your employment with
the Company (including its parents, subsidiaries and affiliates) ends for reasons other than a
Disqualifying Termination of Employment.1






	B.	 	At the end of the Retention Period, the Company will pay you a “Retention Bonus” in
the sum of $200,000.00 (less applicable taxes and withholdings) in addition to your normal
compensation, if all of the following conditions are met:






	 	(1)	 	You remain employed with the Company (or a parent, subsidiary or
affiliate) through the Retention Period; and






	 	(2)	 	You have not had a Disqualifying Termination of Employment.






	C.	 	In addition, during the period of time that you remain employed with the Company (or a
parent, subsidiary or affiliate) during the Retention Period, the Company agrees to provide
you with “Retention Benefits” as follows:






	 	(1)	 	You will receive a one-time base salary increase of at least 5%,
effective when Company-wide 2011 salary adjustments are made (expected to be on
or around April 1, 2011).






	 	(2)	 	You will participate in Company compensation, severance and
change-in-control programs, if any, on comparable terms with similarly-situated
officers of the Company.






	D.	 	Any Long Term Incentive grants issued to you during the period of time between December 3,
2010 and the end of the Retention Period will fully vest as of August 1, 2013.






	E.	 	
	 	(1)	 	If (a) you successfully complete the Retention Period under circumstances entitling you
to payment of the Retention Bonus, and (b) your employment with the Company (and its parents,
subsidiaries and affiliates) terminates on or after the expiration of the Retention








 




			
	1	 	A “Disqualifying Termination of
Employment” is termination of employment due to intentional and continuous
failure to perform, misconduct that materially injures the Company, gross
negligence, conviction of a felony, resignation, or inability, with reasonable
accommodation, to perform the essential functions of your job position.




 









 











	 	 	 	Period, then you will be entitled to payment of an amount equivalent to no less than
your target award (55%) under the GenOn Energy, Inc. Annual Incentive Compensation
Plan or any successor plan (“AICP”) applicable to your position for the calendar year
in which your termination occurs (the “Termination Year”), prorated based on the
number of calendar days that you were employed by the Company (and its parents,
subsidiaries and affiliates) during the Termination Year.






	 	(2)	 	For the sake of clarity, it is the express intent of the parties that there be
no duplication of benefits by virtue of this Agreement and any other agreement, plan or
policy applicable to you. Therefore, in no event will you be entitled to receive an
AICP equivalent payment for your Termination Year under this Agreement and also receive
an actual AICP award for your Termination Year or receive any other severance,
termination, change in control or other payment that includes an AICP (or AICP
equivalent) calculation for your Termination Year as a component of said payment.






	F.	 	Benefits owed under this Agreement, if any, will be paid within a reasonable amount of time
after the above conditions for payment are met, but in no event will payment be made later
than 75 days after the conditions for payment are met.2






	G.	 	This Agreement does not give any right to (or impose any obligation for) continued
employment. Your employment is at will, which means that you or your employer may terminate
the relationship at any time, for any reason, with or without notice or cause.





         If you would like to accept this Agreement, please sign and date this letter below and return
the original to me no later than February 7, 2011.



	 	 	 	 	 
	 	Yours very truly,

 	 
	 	/s/ Karen D. Taylor
 	 
	 	Karen D. Taylor 	 
	 	SVP, HR & Administration 	 
	 



Agreed and Accepted:




	 	 	 
	/s/ Thomas C. Livengood
 

Tom C. Livengood

	 	 
	 
	 	 
	February 7, 2011
 

Date

	 	 








 




			
	2	 	The maximum time frame for payment is
intended to ensure compliance with Internal Revenue Code Section 409A which
governs deferred compensation. Non-compliance could result in serious tax
consequences for you. The Company intends to pay any bonuses earned within a
reasonable time after conditions for payment are met.