Exhibit 10.1





Exhibit 10.1




GENON ENERGY, INC.

2010 OMNIBUS INCENTIVE PLAN



 


 









 







GENON ENERGY, INC.

2010 OMNIBUS INCENTIVE PLAN


Table of Contents




	 	 	 	 	 
	 	 	Page	 
	1. Plan
	 	 	1	 
	2. Objectives
	 	 	1	 
	3. Definitions
	 	 	1	 
	4. Eligibility
	 	 	5	 
	5. Common Stock Available for Awards
	 	 	5	 
	6. Administration
	 	 	7	 
	7. Delegation of Authority
	 	 	8	 
	8. Employee Awards
	 	 	8	 
	9. Consultant and Director Awards
	 	 	12	 
	10. Award Payment; Dividends and Dividend Equivalents
	 	 	13	 
	11. Option Exercise
	 	 	13	 
	12. Taxes
	 	 	13	 
	13. Amendment, Modification, Suspension or Termination
	 	 	14	 
	14. Assignability
	 	 	14	 
	15. Adjustments
	 	 	14	 
	16. Restrictions
	 	 	15	 
	17. Unfunded Plan
	 	 	16	 
	18. Code Section 409A
	 	 	16	 
	19. Awards to Foreign Nationals and Employees Outside the United States
	 	 	17	 
	20. Governing Law
	 	 	17	 
	21. Right to Continued Service or Employment
	 	 	17	 
	22. Usage
	 	 	17	 
	23. Headings
	 	 	17	 






 


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GENON ENERGY, INC.

2010 OMNIBUS INCENTIVE PLAN




1. Plan. GenOn Energy, Inc., a Delaware corporation (the “Company”), established this GenOn
Energy, Inc. 2010 Omnibus Incentive Plan (this “Plan”), effective as of the date (the “Effective
Date”) of the consummation of the transactions contemplated by the Agreement and Plan of Merger by
and among RRI Energy, Inc., RRI Energy Holdings, Inc. and Mirant Corporation, dated as of April 11,
2010, as amended, provided that this Plan has received the requisite approval of the stockholders
of RRI Energy, Inc. (“Stockholder Approval”). This Plan shall continue in effect for a term of 10
years after the Effective Date unless sooner terminated by action of the Board of Directors of the
Company.



2. Objectives. This Plan is designed to attract and retain employees and consultants of the
Company and its Subsidiaries (as defined herein), to attract and retain qualified non-employee
directors of the Company, to encourage the sense of proprietorship of such employees, consultants
and directors and to stimulate the active interest of such persons in the development and financial
success of the Company and its Subsidiaries. These objectives are to be accomplished by making
Awards under this Plan and thereby providing Participants (as defined herein) with a proprietary
interest in the growth and performance of the Company and its Subsidiaries.



3. Definitions. As used herein, the terms set forth below shall have the following respective
meanings:




“Authorized Officer” means the Chairman of the Board, the Chief Executive Officer of
the Company or the senior human resources officer of the Company (or any other senior
officer of the Company to whom any of such individuals shall delegate the authority to
execute any Award Agreement).




“Award” means the grant of any Option, Stock Appreciation Right, Stock Award, or Cash
Award, any of which may be structured as a Performance Award, whether granted singly, in
combination or in tandem, to a Participant pursuant to such applicable terms, conditions,
and limitations as the Committee may establish in accordance with the objectives of this
Plan.




“Award Agreement” means the document (in written or electronic form) communicating the
terms, conditions and limitations applicable to an Award. The Committee may, in its
discretion, require that the Participant execute such Award Agreement, or may provide for
procedures through which Award Agreements are made available but not executed. Any
Participant who is granted an Award and who does not affirmatively reject the applicable
Award Agreement shall be deemed to have accepted the terms of Award as embodied in the Award
Agreement.




“Board” means the Board of Directors of the Company.




“Cash Award” means an Award denominated in cash.


 


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“Change in Control” means a Change in Control as defined in Attachment A to this Plan.




“Code” means the Internal Revenue Code of 1986, as amended from time to time.




“Committee” means the Compensation Committee of the Board, and any successor committee
thereto or such other committee of the Board as may be designated by the Board to administer
this Plan in whole or in part including any subcommittee of the Board as designated by the
Board.




“Common Stock” means the Common Stock, par value $0.001 per share, of the Company.




“Company” means GenOn Energy, Inc., a Delaware corporation, or any successor thereto.




“Consultant” means an individual providing services to the Company or any of its
Subsidiaries, other than an Employee or a Director, and an individual who has agreed to
become a consultant of the Company or any of its Subsidiaries and actually becomes such a
consultant following such date of agreement.




“Consultant Award” means the grant of any Award (other than an Incentive Stock Option),
whether granted singly, in combination, or in tandem, to a Participant who is a Consultant
pursuant to such applicable terms, conditions, and limitations established by the Committee.




“Covered Employee” means any Employee who is or may be a “covered employee,” as defined
in Code Section 162(m).




“Director” means an individual serving as a member of the Board who is not an Employee
or a Consultant and an individual who has agreed to become a director of the Company or any
of its Subsidiaries and actually becomes such a director following such date of agreement.




“Director Award” means the grant of any Award (other than an Incentive Stock Option),
whether granted singly, in combination, or in tandem, to a Participant who is a Director
pursuant to such applicable terms, conditions, and limitations established by the Board.




“Disability” means (1) if the Participant is an Employee, a disability that entitles
the Employee to benefits under the Company’s long-term disability plan, as may be in effect
from time to time, as determined by the plan administrator of the long-term disability plan
or (2) if the Participant is a Director or a Consultant, a disability whereby the Director
or Consultant is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to result in death
or can be expected to last for a continuous period of not less than 12 months.
Notwithstanding the foregoing, if an Award is subject to Code Section 409A,
the definition of Disability shall conform to the requirements of Treasury Regulation §
1.409A-3(i)(4)(i).


 


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“Dividend Equivalents” means, in the case of Restricted Stock Units or Performance
Units, an amount equal to all dividends and other distributions (or the economic equivalent
thereof) that are payable to shareholders of record during the Restriction Period or
performance period, as applicable, on a like number of shares of Common Stock that are
subject to the Award.




“Employee” means an employee of the Company or any of its Subsidiaries and an
individual who has agreed to become an employee of the Company or any of its Subsidiaries
and actually becomes such an employee following such date of agreement.




“Employee Award” means the grant of any Award, whether granted singly, in combination,
or in tandem, to an Employee pursuant to such applicable terms, conditions, and limitations
established by the Committee.




“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.




“Exercise Price” means the price at which a Participant may exercise his right to
receive cash or Common Stock, as applicable, under the terms of an Award.




“Fair Market Value” of a share of Common Stock means, as of a particular date, (1) if
 shares of Common Stock are listed on a national securities exchange, the closing sales price
per share of Common Stock on the consolidated transaction reporting system for the principal
national securities exchange on which shares of Common Stock are listed on that date, or, if
there shall have been no such sale so reported on that date, on the last preceding date on
which such a sale was so reported, (2) if the Common Stock is not so listed, the average of
the closing bid and asked price on that date, or, if there are no quotations available for
such date, on the last preceding date on which such quotations shall be available, as
reported by an inter-dealer quotation system, (3) if shares of Common Stock are not publicly
traded, the most recent value determined by an independent appraiser appointed by the
Committee for such purpose, or (4) if none of the above are applicable, the fair market
value of a share of Common Stock as determined in good faith by the Committee.




“Grant Date” means the date an Award is granted to a Participant pursuant to this Plan.




“Incentive Stock Option” means an Option that is intended to comply with the
requirements set forth in Code Section 422.




“Nonqualified Stock Option” means an Option that is not intended to comply with the
requirements set forth in Code Section 422.


 


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“Option” means a right to purchase a specified number of shares of Common Stock at a
specified Exercise Price, which is either an Incentive Stock Option or a Nonqualified Stock
Option.




“Participant” means an Employee, Consultant or Director to whom an Award has been made
under this Plan.




“Performance Award” means an Award made pursuant to this Plan to a Participant which is
subject to the attainment of one or more Performance Goals.




“Performance Goal” means one or more standards established by the Committee to
determine in whole or in part whether a Performance Award shall be earned.




“Performance Unit” means a unit evidencing the right to receive in specified
circumstances one share of Common Stock or equivalent value in cash, the value of which at
the time it is settled is determined as a function of the extent to which established
performance criteria have been satisfied.




“Performance Unit Award” means an Award in the form of Performance Units.




“Qualified Performance Awards” has the meaning set forth in Paragraph 8(a)(vii)(B).




“Restricted Stock” means a share of Common Stock that is restricted or subject to
forfeiture provisions.




“Restricted Stock Award” means an Award in the form of Restricted Stock.




“Restricted Stock Unit” means a unit evidencing the right to receive in specified
circumstances one share of Common Stock or equivalent value in cash that is restricted or
subject to forfeiture provisions.




“Restricted Stock Unit Award” means an Award in the form of Restricted Stock Units.




“Restriction Period” means a period of time beginning as of the date upon which a
Restricted Stock Award or Restricted Stock Unit Award is made pursuant to this Plan and
ending as of the date upon which such Award is no longer restricted or subject to forfeiture
provisions.




“Stock Appreciation Right” or “SAR” means a right to receive a payment, in cash or
Common Stock, equal to the excess of the Fair Market Value of a specified number of shares
of Common Stock on the date the right is exercised over a specified Exercise Price.


 


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“Stock Award” means an Award in the form of shares of Common Stock, including a
Restricted Stock Award, and a Restricted Stock Unit Award or Performance Unit Award that may
be settled in shares of Common Stock, and excluding Options and SARs.




“Stock-Based Award Limitations” has the meaning set forth in Paragraph 5.




“Subsidiary” means (1) in the case of a corporation, any corporation of which the
Company directly or indirectly owns shares representing 50% or more of the combined voting
power of the shares of all classes or series of capital stock of such corporation which have
the right to vote generally on matters submitted to a vote of the stockholders of such
corporation, and (2) in the case of a partnership or other business entity not organized as
a corporation, any such business entity of which the Company directly or indirectly owns 50%
or more of the voting, capital or profits interests (whether in the form of partnership
interests, membership interests or otherwise).



4. Eligibility.




(a) Employees. All Employees are eligible for Employee Awards under this Plan,
provided, however, that if the Committee makes an Employee Award to an individual whom it
expects to become an Employee following the Grant Date of such Award, such Award shall be
subject to (among other terms and conditions) the individual actually becoming an Employee.




(b) Consultants. All Consultants are eligible for Consultant Awards under this Plan,
provided, however, that if the Committee makes a Consultant Award to an individual whom it
expects to become a Consultant following the Grant Date of such Award, such Award shall be
subject to (among other terms and conditions) the individual actually becoming a Consultant.




(c) Directors. All Directors are eligible for Director Awards under this Plan,
provided, however, that if the Board makes a Director Award to an individual whom it expects
to become a Director following the Grant Date of such Award, such Award shall be subject to
(among other terms and conditions) the individual actually becoming a Director.



The Committee (or the Board, in the case of Director Awards) shall determine the type or types
of Awards to be made under this Plan and shall designate from time to time the Employees,
Consultants or Directors who are to be granted Awards under this Plan.



5. Common Stock Available for Awards. Subject to the provisions of Paragraph 15 hereof, there
shall be available for Awards under this Plan granted wholly or partly in Common Stock (including
rights or Options that may be exercised for or settled in Common Stock) an aggregate of 48,000,000
shares of Common Stock (the “Maximum Share Limit”), all of which shall be available for Incentive
Stock Options. Each Stock Award granted under this Plan shall be counted against the Maximum Share
Limit as 1.50 shares of Common Stock; each
Option and SAR shall be counted against the Maximum Share Limit as 1 share of Common Stock.


 


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Awards settled in cash shall not reduce the Maximum Share Limit under the Plan. If an Award
expires or is terminated, cancelled or forfeited, the shares of Common Stock associated with the
expired, terminated, cancelled or forfeited Awards shall again be available for Awards under the
Plan, and the Maximum Share Limit shall be increased by the same amount as such shares were counted
against the Maximum Share Limit (i.e., increased by 1.50 shares of Common Stock, if a Stock Award,
and 1 share of Common Stock, if an Option or SAR). The following shares of Common Stock shall not
become available again for issuance under the Plan:




(i) Shares of Common Stock that are tendered by a Participant or withheld as full or
partial payment of minimum withholding taxes or as payment for the Exercise Price of an
Award; and




(ii) Shares of Common Stock reserved for issuance upon grant of an SAR, to the extent
the number of reserved shares of Common Stock exceeds the number of shares of Common Stock
actually issued upon exercise or settlement of such SAR.



The Board and the appropriate officers of the Company shall from time to time take whatever
actions are necessary to file any required documents with governmental authorities, stock exchanges
and transaction reporting systems to ensure that shares of Common Stock are available for issuance
pursuant to Awards.



Notwithstanding anything to the contrary contained in this Plan, the following limitations
shall apply to any Awards made hereunder:




(a) No Employee may be granted during any calendar year Awards consisting of Options or
SARs that are exercisable for more than 7,500,000 shares of Common Stock;




(b) No Employee may be granted during any calendar year Stock Awards covering or
relating to more than 7,500,000 shares of Common Stock (the limitation set forth in this
clause (b), together with the limitation set forth in clause (a) above, being hereinafter
collectively referred to as the “Stock-Based Award Limitations”); and




(c) No Employee may be granted during any calendar year (1) Cash Awards or (2)
Restricted Stock Unit Awards or Performance Unit Awards that may be settled solely in cash
having a value determined on the Grant Date in excess of $30,000,000.


 


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6. Administration.




(a) Authority of the Committee. Except as otherwise provided in this Plan with respect
to actions or determinations by the Board, this Plan shall be administered by the Committee;
provided, however, that (i) any and all members of the Committee shall satisfy any
independence requirements prescribed by any stock exchange on which the Company lists its
Common Stock; (ii) Awards may be granted to individuals who are
subject to Section 16(b) of the Exchange Act only if the Committee is comprised solely
of two or more “Non-Employee Directors” as defined in Securities and Exchange Commission
Rule 16b-3 (as amended from time to time, and any successor rule, regulation or statute
fulfilling the same or similar function); and (iii) any Award intended to qualify for the
“performance-based compensation” exception under Code Section 162(m) shall be granted only
if the Committee is comprised solely of two or more “outside directors” within the meaning
of Code Section l62(m) and regulations pursuant thereto. Subject to the provisions hereof,
the Committee shall have full and exclusive power and authority to administer this Plan and
to take all actions that are specifically contemplated hereby or are necessary or
appropriate in connection with the administration hereof. The Committee shall also have
full and exclusive power to interpret this Plan and to adopt such rules, regulations and
guidelines for carrying out this Plan as it may deem necessary or proper, all of which
powers shall be exercised in the best interests of the Company and in keeping with the
objectives of this Plan. Subject to Paragraph 6(c) hereof, the Committee may, in its
discretion, (x) provide for the extension of the exercisability of an Award, or (y) in the
event of death, Disability, retirement or Change in Control, accelerate the vesting or
exercisability of an Award, eliminate or make less restrictive any restrictions contained in
an Award, waive any restriction or other provision of this Plan or an Award or otherwise
amend or modify an Award in any manner that is, in either case, (1) not adverse to the
Participant to whom such Award was granted, (2) consented to by such Participant or (3)
authorized by Paragraph 15(c) hereof; provided, however, that no such action shall permit
the term of any Option to be greater than 10 years from its Grant Date. The Committee may
correct any defect or supply any omission or reconcile any inconsistency in this Plan or in
any Award Agreement in the manner and to the extent the Committee deems necessary or
desirable to further this Plan’s purposes. Any decision of the Committee in the
interpretation and administration of this Plan shall lie within its sole and absolute
discretion and shall be final, conclusive and binding on all parties concerned. The Board
shall have the same powers as the Committee with respect to Director Awards.




(b) Indemnity. No member of the Board or the Committee or officer of the Company to
whom the Committee has delegated authority in accordance with the provisions of Paragraph 7
of this Plan shall be liable for anything done or omitted to be done by him, by any member
of the Board or the Committee or by any officer of the Company in connection with the
performance of any duties under this Plan, except for his own willful misconduct or as
expressly provided by statute.




(c) Prohibition on Repricing of Awards. Subject to the provisions of Paragraph 15
hereof, the terms of outstanding Award Agreements may not be amended without the approval of
the Company’s stockholders so as to (i) reduce the Exercise Price of any outstanding Options
or SARs or (ii) cancel any outstanding Options or SARs in exchange for cash or other Awards,
or Options or SARs with an Exercise Price that is less than the Exercise Price of the
original Options or SARs.


 


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7. Delegation of Authority. The Committee may delegate any of its authority to grant Awards to
Employees who are not subject to Section 16(b) of the Exchange Act and Consultants, subject to
Paragraph 6(a) above, to the Board or to any other committee of
the Board, provided such delegation is made in writing and specifically sets forth such delegated
authority. The Committee may also delegate to an Authorized Officer authority to execute on behalf
of the Company any Award Agreement. The Committee and the Board, as applicable, may engage or
authorize the engagement of a third party administrator to carry out administrative functions under
this Plan. Any such delegation hereunder shall only be made to the extent permitted by applicable
law.



8. Employee Awards.




(a) The Committee shall determine the type or types of Employee Awards to be made under
this Plan and shall designate from time to time the Employees who are to be the recipients
of such Awards. Each Award shall be embodied in an Award Agreement, which shall contain
such terms, conditions and limitations as shall be determined by the Committee, in its sole
discretion, and, if required by the Committee, shall be signed by the Participant to whom
the Award is granted and by an Authorized Officer for and on behalf of the Company. Awards
may consist of those listed in this Paragraph 8(a) hereof and may be granted singly, in
combination or in tandem. Awards may also be made in combination or in tandem with, in
replacement of, or as alternatives to, grants or rights under this Plan or any other plan of
the Company or any of its Subsidiaries, including the plan of any acquired entity; provided,
however, that, except as contemplated in Paragraph 15 hereof, no Option or SAR may be issued
in exchange for the cancellation of an Option or SAR with a higher Exercise Price nor may
the Exercise Price of any Option or SAR be reduced. All or part of an Award may be subject
to conditions established by the Committee. Upon the termination of employment by a
Participant who is an Employee, any unexercised, unvested or unpaid Awards shall be treated
as set forth in the applicable Award Agreement or in any other written agreement the Company
has entered into with the Participant.




Except as otherwise provided in this Paragraph 8(a), any Stock Award that (a) is not a
Performance Award shall have a minimum Restriction Period of three years from the date of
grant or (b) is a Performance Award shall have a minimum performance period of one year from
the date of grant; provided, however, that (1) the Committee may provide for earlier vesting
upon an Employee’s termination of employment by reason of death, Disability or Change in
Control and (2) vesting of a Stock Award may occur incrementally over the three-year
Restriction Period or one-year minimum performance period, as applicable. The foregoing
notwithstanding, 5% of the total number of shares of Common Stock available for issuance
under this Plan shall not be subject to the minimum Restriction Period or performance
period, as applicable, described in the preceding sentence.




(i) Options. An Employee Award may be in the form of an Option. An Option
awarded pursuant to this Plan may consist of either an Incentive Stock Option or a
Nonqualified Stock Option. The price at which shares of Common Stock may be
purchased upon the exercise of an Option shall be not less than the Fair Market
Value of the Common Stock on the Grant Date. The term of an Option shall not exceed
10 years from the Grant Date. Options may not include provisions that “reload” the
Option upon exercise. Subject to the foregoing
provisions, the terms, conditions and limitations applicable to any Option,
including, but not limited to, the term of any Option and the date or dates upon
which the Option becomes vested and exercisable, shall be determined by the
Committee.


 


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(ii) Stock Appreciation Rights. An Employee Award may be in the form of an
SAR. The Exercise Price for an SAR shall not be less than the Fair Market Value of
the Common Stock on the Grant Date. The holder of a tandem SAR may elect to
exercise either the Option or the SAR, but not both. The exercise period for an SAR
shall extend no more than 10 years after the Grant Date. SARs may not include
provisions that “reload” the SAR upon exercise. Subject to the foregoing
provisions, the terms, conditions, and limitations applicable to any SAR, including,
but not limited to, the term of any SAR and the date or dates upon which the SAR
becomes vested and exercisable, shall be determined by the Committee.




(iii) Stock Awards. An Employee Award may be in the form of a Stock Award.
The terms, conditions and limitations applicable to any Stock Award, including, but
not limited to, vesting or other restrictions, shall be determined by the Committee,
and subject to the minimum Restriction Period and performance period requirements
and any other applicable requirements described in this Paragraph 8(a) hereof.




(iv) Restricted Stock Unit Awards. An Employee Award may be in the form of a
Restricted Stock Unit Award. The terms, conditions and limitations applicable to a
Restricted Stock Unit Award, including, but not limited to, the Restriction Period
and the right to Dividend Equivalents, if any, shall be determined by the Committee.
Subject to the terms of this Plan, the Committee, in its sole discretion, may
settle Restricted Stock Units in the form of cash or in shares of Common Stock (or
in a combination thereof) equal to the value of the vested Restricted Stock Units;
provided, however, that a Restricted Stock Unit Award that may be settled all or in
part in shares of Common Stock shall be subject to the minimum Restriction Period
and performance period requirements and any other applicable requirements described
in this Paragraph 8(a) hereof.




(v) Performance Unit Awards. An Employee Award may be in the form of a
Performance Unit Award. Each Performance Unit shall have an initial value that is
established by the Committee on the Grant Date. Subject to the terms of this Plan,
after the applicable performance period has ended, the Participant shall be entitled
to receive settlement of the value and number of Performance Units earned by the
Participant over the performance period, to be determined as a function of the
extent to which the corresponding performance goals have been achieved. Settlement
of earned Performance Units shall be as determined by the Committee and as evidenced
in an Award Agreement. Subject to the terms of this Plan, the Committee, in its
sole discretion, may settle earned Performance Units in the form of cash or in
 shares of Common Stock (or in a combination thereof) equal to the value of the
earned Performance Units as soon
as practicable after the end of the performance period and following the
Committee’s determination of actual performance against the performance measures and
related goals established by the Committee; provided, however, that a Performance
Unit Award that may be settled all or in part in shares of Common Stock shall be
subject to the minimum Restriction Period and performance period requirements and
any other applicable requirements described in this Paragraph 8(a) hereof.


 


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(vi) Cash Awards. An Employee Award may be in the form of a Cash Award. The
terms, conditions and limitations applicable to a Cash Award, including, but not
limited to, vesting or other restrictions, shall be determined by the Committee.




(vii) Performance Awards. Without limiting the type or number of Awards that
may be made under the other provisions of this Plan, an Employee Award may be in the
form of a Performance Award. The terms, conditions and limitations applicable to an
Award that is a Performance Award shall be determined by the Committee. The
Committee shall set Performance Goals in its discretion which, depending on the
extent to which they are met, will determine the value and/or amount of Performance
Awards that will be paid out to the Participant and/or the portion of an Award that
may be exercised.




(A) Nonqualified Performance Awards. Performance Awards granted to
Employees that are not intended to qualify as qualified performance-based
compensation under Code Section 162(m) shall be based on achievement of such
Performance Goals and be subject to such terms, conditions and restrictions
as the Committee or its delegate shall determine.




(B) Qualified Performance Awards. Performance Awards granted to
Employees under this Plan that are intended to qualify as qualified
performance-based compensation under Code Section 162(m) shall be paid,
vested or otherwise deliverable solely on account of the attainment of one
or more pre-established, objective Performance Goals established by the
Committee prior to the earlier to occur of (1) 90 days after the
commencement of the period of service to which the Performance Goal relates
and (2) the lapse of 25% of the period of service (as scheduled in good
faith at the time the goal is established), and in any event while the
outcome is substantially uncertain. A Performance Goal is objective if a
third party having knowledge of the relevant facts could determine whether
the goal is met. One or more of such goals may apply to the Employee, one
or more business units, divisions or sectors of the Company, or the Company
as a whole, and if so desired by the Committee, by comparison with a peer
group of companies. A Performance Goal shall include one or more of the
following:




	 	•	 	revenue and income measures (which include various revenue, gross
margin, income from operations, net income, net sales, earnings per
share, earnings before interest, taxes, depreciation and amortization
(“EBITDA”), earnings before interest and taxes (“EBIT”) and economic
value added (“EVA”) measures;








 


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	 	•	 	expense measures (which include various costs of goods sold,
selling, finding and development costs, operating and maintenance
expenses, general and administrative expenses and overhead costs
measures);







	 	•	 	operating measures (which include various productivity, total costs,
operating income, funds from operations, cash from operations,
after-tax operating income, market share, margin, sales volumes,
availability, commercial capacity factor and total margin capture
factor measures);







	 	•	 	cash flow measures (which include various net cash flow from
operating activities and working capital, adjusted cash flow and free
cash flow measures);







	 	•	 	liquidity measures (which include various earnings before or after
the effect of certain items such as interest, taxes, depreciation and
amortization measures);







	 	•	 	leverage measures (which include various debt-to-equity ratio, gross
debt and net debt measures);







	 	•	 	market measures (which include various market share, stock price,
growth measure, total shareholder return and market capitalization
measures);







	 	•	 	return measures (which include various return on equity, return on
assets and return on invested capital measures);







	 	•	 	corporate value measures (which include various compliance, safety,
environmental and personnel measures); and







	 	•	 	other measures such as those relating to acquisitions, dispositions
or customer satisfaction.







 


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Unless otherwise stated, such a Performance Goal need not be based upon an
increase or positive result under a particular business criterion and could
include, for example, maintaining the status quo or limiting economic losses
(measured, in each case, by reference to specific business criteria). In
interpreting Plan provisions applicable to Qualified Performance Awards, it
is the intent of this Plan to conform with the standards of Code Section
162(m) and Treasury Regulation § 1.162-27(e)(2)(i), as to grants to Covered
Employees and the Committee in



 establishing such goals and interpreting this Plan shall be guided by such
provisions. Prior to the payment of any compensation based on the
achievement of Performance Goals applicable to Qualified Performance Awards,
the Committee must certify in writing that applicable Performance Goals and
any of the material terms thereof were, in fact, satisfied. For this
purpose, approved minutes of the Committee meeting in which the
certification is made shall be treated as such written certification.
Subject to the foregoing provisions, the terms, conditions and limitations
applicable to any Qualified Performance Awards made pursuant to this Plan
shall be determined by the Committee. The Committee may provide in any such
Performance Award that any evaluation of performance may include or exclude
any of the following events that occurs during a Performance Period: (a)
asset write-downs, (b) litigation or claim judgments or settlements, (c) the
effect of changes in tax laws, accounting principles, or other laws or
provisions affecting reported results, (d) any reorganization and
restructuring programs, (e) extraordinary nonrecurring items as described in
Accounting Principles Board Opinion No. 30 and/or in management’s discussion
and analysis of financial condition and results of operations appearing in
the Company’s annual report to shareholders for the applicable year, (f)
acquisitions or divestitures, (g) foreign exchange gains and losses, (h)
unrealized gains and losses on energy derivatives, (i) settlement of hedging
activities, and (j) gains and losses from asset sales and emission and
exchange allowance sales.




(D) Adjustment of Performance Awards. Awards that are intended to
qualify as Performance Awards may not be adjusted upward. The Committee may
retain the discretion to adjust such Performance Awards downward, either on
a formula or discretionary basis or any combination, as the Committee
determines.



9. Consultant and Director Awards.




(a) Consultant Awards. The Committee has the sole authority to grant Consultant Awards
from time to time in accordance with this Paragraph 9(a). Consultant Awards may consist of
the forms of Award described in Paragraph 8, with the exception of Incentive Stock Options,
may be granted singly, in combination, or in tandem and shall be granted subject to such
terms and conditions as specified in Paragraph 8. Each Consultant Award shall be embodied
in an Award Agreement, which shall contain such terms, conditions, and limitations as shall
be determined by the Committee, in its sole discretion.




(b) Director Awards. The Board has the sole authority to grant Director Awards from
time to time in accordance with this Paragraph 9(b). Director Awards may consist of the
forms of Award described in Paragraph 8, with the exception of Incentive Stock Options, may
be granted singly, in combination, or in tandem and shall be granted subject to such terms
and conditions as specified in Paragraph 8. Each Director Award
may, in the discretion of the Board, be embodied in an Award Agreement, which shall
contain such terms, conditions, and limitations as shall be determined by the Board, in its
sole discretion.


 


12









 





10. Award Payment; Dividends and Dividend Equivalents.




(a) General. Payment of Awards may be made in the form of cash or Common Stock, or a
combination thereof, and may include such restrictions as the Committee (or the Board, in
the case of Director Awards) shall determine, including, but not limited to, in the case of
Common Stock, restrictions on transfer and forfeiture provisions. For a Restricted Stock
Award, the certificates evidencing the shares of such Restricted Stock (to the extent that
such shares are so evidenced) shall contain appropriate legends and restrictions that
describe the terms and conditions of the restrictions applicable thereto. For a Restricted
Stock Unit Award that may be settled in shares of Common Stock, the shares of Common Stock
that may be issued at the end of the Restriction Period shall be evidenced by book entry
registration or in such other manner as the Committee may determine.




(b) Dividends and Dividend Equivalents. Rights to (1) dividends will be extended to
and made part of any Restricted Stock Award and (2) Dividend Equivalents may be extended to
and made part of any Restricted Stock Unit Award and Performance Unit Award, subject in each
case to such terms, conditions and restrictions as the Committee may establish; provided,
however, that no such dividends or Dividend Equivalents shall be paid with respect to
unvested Stock Awards, including Stock Awards subject to Performance Goals. Dividends
and/or Dividend Equivalents shall not be made part of any Options or SARs.



11. Option Exercise. The Exercise Price shall be paid in full at the time of exercise in cash or,
if permitted by the Committee and elected by the Participant, the Participant may purchase such
shares by means of the Company withholding shares of Common Stock otherwise deliverable on exercise
of the Award or tendering Common Stock valued at Fair Market Value on the date of exercise, or any
combination thereof. The Committee, in its sole discretion, shall determine acceptable methods for
Participants to tender Common Stock or other Awards. The Committee may provide for procedures to
permit the exercise or purchase of such Awards by use of the proceeds to be received from the sale
of Common Stock issuable pursuant to an Award (including cashless exercise procedures approved by
the Committee involving a broker or dealer approved by the Committee). The Committee may adopt
additional rules and procedures regarding the exercise of Options from time to time, provided that
such rules and procedures are not inconsistent with the provisions of this Paragraph 11.



12. Taxes. The Company shall have the right to deduct applicable taxes from any Award payment and
withhold, at the time of delivery or vesting of cash or shares of Common Stock under this Plan, an
appropriate amount of cash or number of shares of Common Stock or a combination thereof for payment
of required withholding taxes or to take such other action as may be necessary in the opinion of
the Company to satisfy all obligations for withholding of such taxes; provided, however, that the
number of shares of Common Stock withheld for payment of required withholding taxes must equal no
more than the required
minimum withholding taxes. The Committee may also permit withholding to be satisfied by the
transfer to the Company of shares of Common Stock theretofore owned by the holder of the Award with
respect to which withholding is required. If shares of Common Stock are used to satisfy tax
withholding, such shares shall be valued based on the Fair Market Value when the tax withholding is
required to be made.


 


13









 





13. Amendment, Modification, Suspension or Termination. The Board may amend, modify, suspend or
terminate this Plan (and the Committee may amend an Award Agreement) for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose permitted by law, except that
(1) no amendment or alteration that would adversely affect the rights of any Participant under any
Award previously granted to such Participant shall be made without the consent of such Participant
and (2) no amendment or alteration shall be effective prior to its approval by the stockholders of
the Company to the extent stockholder approval is otherwise required by applicable legal
requirements or the requirements of the securities exchange on which the Company’s stock is listed,
including any amendment that expands the types of Awards available under this Plan, materially
increases the number of shares of Common Stock available for Awards under this Plan, materially
expands the classes of persons eligible for Awards under this Plan, materially extends the term of
this Plan, materially changes the method of determining the Exercise Price of Options, deletes or
limits any provisions of this Plan that prohibit the repricing of Options or SARs, or decreases any
minimum vesting requirements for any Stock Award.



14. Assignability. Unless otherwise determined by the Committee (or the Board in the case of
Director Awards) and expressly provided for in an Award Agreement, no Award or any other benefit
under this Plan shall be assignable or otherwise transferable except (1) by will or the laws of
descent and distribution or (2) pursuant to a domestic relations order issued by a court of
competent jurisdiction that is not contrary to the terms and conditions of this Plan or applicable
Award and in a form acceptable to the Committee. The Committee may prescribe and include in
applicable Award Agreements other restrictions on transfer. Any attempted assignment of an Award
or any other benefit under this Plan in violation of this Paragraph 14 shall be null and void.
Notwithstanding the foregoing, no Award may be transferred for value or consideration.



15. Adjustments.




(a) The existence of outstanding Awards shall not affect in any manner the right or
power of the Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the capital stock of the Company or
its business or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock (whether or not such issue is prior to, on a
parity with or junior to the Common Stock) or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any other corporate
act or proceeding of any kind, whether or not of a character similar to that of the acts or
proceedings enumerated above.


 


14









 






(b) In the event of any subdivision or consolidation of outstanding shares of Common
Stock, declaration of a dividend payable in shares of Common Stock or other
stock split, then (1) the number of shares of Common Stock reserved under this Plan,
(2) the number of shares of Common Stock covered by outstanding Awards in the form of Common
Stock or units denominated in Common Stock, (3) the Exercise Price or other price in respect
of such Awards, (4) the Stock-Based Award Limitations, and (5) the appropriate Fair Market
Value and other price determinations for such Awards shall each be proportionately adjusted
by the Committee as appropriate to reflect such transaction. In the event of any other
recapitalization or capital reorganization of the Company, any consolidation or merger of
the Company with another corporation or entity, the adoption by the Company of any plan of
exchange affecting the Common Stock or any distribution to holders of Common Stock of
securities or property (other than normal cash dividends or dividends payable in Common
Stock), the Committee shall make appropriate adjustments to (i) the number and kind of
 shares of Common Stock covered by Awards in the form of Common Stock or units denominated in
Common Stock, (ii) the Exercise Price or other price in respect of such Awards, (iii) the
appropriate Fair Market Value and other price determinations for such Awards, and (iv) the
Stock-Based Award Limitations to reflect such transaction; provided that such adjustments
shall only be such as are necessary to maintain the proportionate interest of the holders of
the Awards and preserve, without increasing, the value of such Awards.




(c) In the event of a corporate merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation, the Committee may make such adjustments to
Awards or other provisions for the disposition of Awards as it deems equitable, and shall be
authorized, in its discretion, (1) to provide for the substitution of a new Award or other
arrangement (which, if applicable, may be exercisable for such property or stock as the
Committee determines) for an Award or the assumption of the Award, regardless of whether in
a transaction to which Code Section 424(a) applies, (2) to provide, prior to the
transaction, for the acceleration of the vesting and exercisability of, or lapse of
restrictions with respect to, the Award and, if the transaction is a cash merger, provide
for the termination of any portion of the Award that remains unexercised at the time of such
transaction, or (3) to cancel any such Awards and to deliver to the Participants cash in an
amount that the Committee shall determine in its sole discretion is equal to the fair market
value of such Awards on the date of such event, which in the case of Options or Stock
Appreciation Rights shall be the excess of the Fair Market Value of Common Stock on such
date over the Exercise Price of such Award.




(d) No adjustment or substitution pursuant to this Paragraph 15 shall be made in a
manner that results in noncompliance with the requirements of Code Section 409A, to the
extent applicable.



16. Restrictions. No Common Stock or other form of payment shall be issued with respect to any
Award unless the Company shall be satisfied based on the advice of its counsel that such issuance
will be in compliance with applicable federal and state securities laws. Certificates evidencing
shares of Common Stock delivered under this Plan (to the extent that such shares are so evidenced)
may be subject to such stop transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations and other requirements of the Securities and Exchange
Commission, any securities exchange or transaction reporting system upon which the Common Stock is
then listed or to which it is admitted for quotation and any
applicable federal or state securities law. The Committee may cause a legend or legends to be
placed upon such certificates (if any) to make appropriate reference to such restrictions.


 


15









 





17. Unfunded Plan. This Plan is unfunded. Although bookkeeping accounts may be established with
respect to Participants who are entitled to cash, Common Stock or rights thereto under this Plan,
any such accounts shall be used merely as a bookkeeping convenience. The Company shall not be
required to segregate any assets that may at any time be represented by cash, Common Stock or
rights thereto, nor shall this Plan be construed as providing for such segregation, nor shall the
Company, the Board or the Committee be deemed to be a trustee of any cash, Common Stock or rights
thereto to be granted under this Plan. Any liability or obligation of the Company to any
Participant with respect to an Award of cash, Common Stock or rights thereto under this Plan shall
be based solely upon any contractual obligations that may be created by this Plan and any Award
Agreement, and no such liability or obligation of the Company shall be deemed to be secured by any
pledge or other encumbrance on any property of the Company. None of the Company, the Board or the
Committee shall be required to give any security or bond for the performance of any obligation that
may be created by this Plan. With respect to this Plan and any Awards granted hereunder,
Participants are general and unsecured creditors of the Company and have no rights or claims except
as otherwise provided in this Plan or any applicable Award Agreement.



18. Code Section 409A.




(a) Awards made under this Plan are intended to comply with or be exempt from Code
Section 409A, and ambiguous provisions hereof, if any, shall be construed and interpreted in
a manner consistent with such intent. No payment, benefit or consideration shall be
substituted for an Award if such action would result in the imposition of taxes under Code
Section 409A. Notwithstanding anything in this Plan to the contrary, if any Plan provision
or Award under this Plan would result in the imposition of an additional tax under Code
Section 409A, that Plan provision or Award shall be reformed, to the extent permissible
under Code Section 409A, to avoid imposition of the additional tax, and no such action shall
be deemed to adversely affect the Participant’s rights to an Award.




(b) Unless the Committee provides otherwise in an Award Agreement, each Restricted
Stock Unit Award, Performance Unit Award or Cash Award (or portion thereof if the Award is
subject to a vesting schedule) shall be settled no later than the 15th day of the third
month after the end of the first calendar year in which the Award (or such portion thereof)
is no longer subject to a “substantial risk of forfeiture” within the meaning of Code
Section 409A. If the Committee determines that a Restricted Stock Unit Award, Performance
Unit Award or Cash Award is intended to be subject to Code Section 409A, the applicable
Award Agreement shall include terms that are designed to satisfy the requirements of Code
Section 409A.




(c) If the Participant is identified by the Company as a “specified employee” within
the meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a
“separation from service” (other than due to death) within the meaning of Treasury
Regulation § 1.409A-1(h), any Award payable or settled on account of a
separation from service that is deferred compensation subject to Code Section 409A
shall be paid or settled on the earliest of (1) the first business day following the
expiration of six months from the Participant’s separation from service, (2) the date of the
Participant’s death, or (3) such earlier date as complies with the requirements of Code
Section 409A.


 


16









 





19. Awards to Foreign Nationals and Employees Outside the United States. The Committee
may, without amending this Plan, (1) establish special rules applicable to Awards granted to
Participants who are foreign nationals, are employed or otherwise providing services outside the
United States, or both, including rules that differ from those set forth in this Plan, and
(2) grant Awards to such Participants in accordance with those rules.



20. Governing Law. This Plan and all determinations made and actions taken pursuant hereto, to the
extent not otherwise governed by mandatory provisions of the Code or the securities laws of the
United States, shall be governed by and construed in accordance with the laws of the State of
Delaware.



21. Right to Continued Service or Employment. Nothing in this Plan or an Award Agreement
shall interfere with or limit in any way the right of the Company or any of its Subsidiaries to
terminate any Participant’s employment or other service relationship with the Company or its
Subsidiaries at any time, nor confer upon any Participant any right to continue in the capacity in
which he is employed or otherwise serves the Company or its Subsidiaries.



22. Usage. Words used in this Plan in the singular shall include the plural and in the plural the
singular, and the gender of words used shall be construed to include whichever may be appropriate
under any particular circumstances of the masculine, feminine or neuter genders.



23. Headings. The headings in this Plan are inserted for convenience of reference only and shall
not affect the meaning or interpretation of this Plan.



IN WITNESS WHEREOF, GenOn Energy, Inc. has caused this Plan to be executed by its duly
authorized officer, effective as provided herein.



	 	 	 	 	 
	 	GENON ENERGY, INC.

 	 
	 	By:  	/s/ Karen D. Taylor
 	 
	 	 	Title: 	Karen D. Taylor 	 
	 	 	 	Senior Vice President, Human
Resources and Administration
	 
	 	 	Date: 	December 3, 2010	 



 


17









 







ATTACHMENT A




GENON ENERGY INC. 2010 OMNIBUS INCENTIVE PLAN




DEFINITION OF

CHANGE IN CONTROL





For purposes of this Plan, a “Change in Control” shall be deemed to have occurred upon the
occurrence of any of the following:




	 	(a)	 	30% Ownership Change: Any Person, other than an ERISA-regulated pension plan
established by the Company, the Employer, or an Affiliate, makes an acquisition of
Outstanding Voting Stock and is, immediately thereafter, 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 the beneficial 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 before such Business 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 their ownership, immediately before 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 fair market 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
the Incumbent 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 before such consummation by 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 parent corporation
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 before consummation of such
Business Combination; or




 


A-1 









 











	 	(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 Stock immediately before such Major
Asset Disposition beneficially own, 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 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) and (ii) a
majority of the members of the Board (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 before consummation of such Major Asset
Disposition.






Anything in this definition to the contrary notwithstanding, no Change in Control shall be
deemed to have occurred unless such event constitutes an event specified in Code Section
409A(2)(A)(v) and the Treasury Regulations promulgated thereunder.



For purposes of the definition of a “Change in Control”,





	 	(1)	 	“Person” means an individual, entity or group;







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







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







	 	(4)	 	“Outstanding Voting Stock” means outstanding 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) is determined based on the combined voting power of such
securities;







	 	(5)	 	“Incumbent Director” means a director of the Company (x) who
was a director of the Company on the effective date of the Award Agreement or
(y) who becomes a director after such date and whose election, or nomination
for election by the Company’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 will not be deemed an Incumbent Director if his
or her initial assumption of office 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)	 	“Election Contest” is used as it is defined for purposes of
Rule 14a-11 under the Exchange Act;




 


A-2 









 











	 	(7)	 	“Business Combination” 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)	 	“Parent Corporation Resulting From a Business 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 Business
Combination owns the Company or all or substantially all the Company’s assets
either directly or through one or more subsidiaries; and







	 	(9)	 	“Major Asset Disposition” 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 the assets of the Company will be based on
fair market value, as determined by a majority of the Incumbent Directors.







	 	(10)	 	“ERISA” means the Employee Retirement Income Security Act of
1974, as amended.







	 	(11)	 	“Employer” means GenOn Energy, Inc., and any successor thereto.







	 	(12)	 	“Affiliate” means an Affiliate within the meaning of Rule 12b-2
promulgated under Section 12 of the Exchange Act.







 


A-3