Exhibit 10.1





Exhibit 10.1




GENON ENERGY, INC.

2010 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN

Effective December 3, 2010




ARTICLE 1

PURPOSE




1.1. PURPOSE. The purpose of the GenOn Energy, Inc. 2010 Non-Employee Directors
Compensation Plan (the “Plan”) is to retain, compensate, and attract highly-qualified individuals
who are not employees of GenOn Energy, Inc. or any of its subsidiaries or affiliates for service as
members of the Company’s Board of Directors (“Non-Employee Directors”) by providing them with
competitive compensation and an ownership interest in the Common Stock of the Company. The Company
intends that the Plan will benefit the Company and its stockholders by allowing Non-Employee
Directors to have a personal financial stake in the Company through an ownership interest in the
Common Stock and will closely associate the interests of Non-Employee Directors with that of the
Company’s stockholders.



1.2. ELIGIBILITY. Non-Employee Directors of the Company who are Eligible
Participants, as defined below, shall automatically be participants in the Plan.



ARTICLE 2

DEFINITIONS




2.1. DEFINITIONS. Unless the context clearly indicates otherwise, the following terms
shall have the following meanings:



“Quarterly Retainer” means the Base Quarterly Retainer and the Supplemental Quarterly
Retainers.



“Base Quarterly Retainer” means the quarterly retainer (excluding expenses) payable by the
Company to a Non-Employee Director pursuant to Section 5.1 hereof for service as a Director (i.e.,
excluding any Supplemental Quarterly Retainer); as such amount may be changed from time to time.




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




“Calendar Year” means the twelve month period ending on December 31 of each year.




“Common Stock” means the common stock, par value $0.01 per share, of the Company.



“Company” means GenOn Energy, Inc., a Delaware corporation.




“Deferral Plan” means the GenOn Energy, Inc. Deferral and Restoration Plan.


 


 









 






“Director” mean a member of the Board.



“Disability” means any illness or other physical or mental condition of a Non-Employee
Director that renders him or her incapable of performing as a Director, or any medically
determinable illness or other physical or mental condition resulting from a bodily injury, disease
or mental disorder which, in the judgment of the Board, is permanent and continuous in nature. The
Board may require such medical or other evidence as it deems necessary to judge the nature and
permanency of a Non-Employee Director’s condition.




“Effective Date” means December 3, 2010.



“Election Form” means a form (electronic or otherwise), as prescribed by the Corporate
Secretary from time to time, pursuant to which a Non-Employee Director elects to defer some or all
of his or her Quarterly Retainer pursuant to the Deferral Plan.



“Eligible Participant” means any person who is a Non-Employee Director on the Effective Date
or becomes a Non-Employee Director while this Plan is in effect; except that during any period a
Director is prohibited from participating in the Plan by his or her employer or otherwise waives
participation in the Plan, such Director shall not be an Eligible Participant.



“Fair Market Value” means the closing price of the Common Stock reported on the principal
exchange on which the Common Stock is then listed or admitted for trading, on the applicable date
(or, if the Common Stock was not traded on such date, then on the last preceeding date on which the
Common Stock was traded).



“Lead Director” means the Non-Employee Director who has been designated by the Board as the
Lead Director for the Plan Year in question. The Board may change the designation of Lead Director
from time to time.



“Non-Employee Director” means a Director who is not an employee of the Company or of any of
its subsidiaries or affiliates.



“Omnibus Incentive Plan” means the GenOn Energy, Inc. 2010 Omnibus Incentive Plan, or any
subsequent omnibus compensation plan approved by the Company’s stockholders and Board and
designated by the Board as the Omnibus Incentive Plan for purposes of this Plan.



“Plan” means this GenOn Energy, Inc. 2010 Non-Employee Directors Compensation Plan, as amended
from time to time.



“Plan Year” means the twelve-month period ending on June 30 of each year [or
the period ending on the date of the Company’s annual meeting each year].


 


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“Restricted Stock Units” represent the right to receive shares of Common Stock, on a one-for
one basis, upon termination of service from the Board; provided that applicable vesting provisions
are satisfied. Restricted Stock Units granted under this Plan to Eligible Participants will be
subject to forfeiture and transfer restrictions set forth in Article 6.



“Supplemental Quarterly Retainer” means the quarterly retainer (excluding expenses) payable by
the Company to a Non-Employee Director pursuant to Section 5.2 hereof for service as Lead Director
or as a chair of a committee of the Board, as such amount may be changed from time to time.



ARTICLE 3

ADMINISTRATION




3.1. ADMINISTRATION. The Plan is intended to reflect the program for compensation of
the Company’s Non-Employee Directors as determined from time to time by the Board. The Plan shall
be administered by the Compensation Committee of the Board (the “Compensation Committee”). Subject
to the provisions of the Plan, the Compensation Committee shall be authorized to interpret the
Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make
all other determinations necessary or advisable for the administration of the Plan. The
Compensation Committee’s interpretation of the Plan, and all actions taken and determinations made
by the Compensation Committee pursuant to the powers vested in it hereunder, shall be conclusive
and binding upon all parties concerned including the Company, its stockholders and persons granted
awards under the Plan. The Compensation Committee hereby appoints the Corporate Secretary to carry
out the ministerial functions of the Plan, but the Corporate Secretary shall have no other
authority or powers of the Compensation Committee.



3.2. RELIANCE. In administering the Plan, the Compensation Committee may rely upon
any information furnished by the Company, its public accountants and other experts. No individual
will have personal liability by reason of anything done or omitted to be done by the Company or the
Board, or the Compensation Committee in connection with the Plan. This limitation of liability
shall not be exclusive of any other limitation of liability to which any such person may be
entitled under the Company’s certificate of incorporation or otherwise.



ARTICLE 4

SOURCE OF SHARES




4.1. SOURCE OF SHARES FOR THE PLAN. The Restricted Stock Units and shares of Common
Stock that may be issued pursuant to the Plan shall be issued under the Omnibus Incentive Plan,
subject
to all of the terms and conditions of the Omnibus Incentive Plan. The terms contained in the
Omnibus Incentive Plan are incorporated into and made a part of this Plan with respect to
Restricted Stock Units granted pursuant hereto and any such awards shall be governed by and
construed in accordance with the Omnibus Incentive Plan. In the event of any actual or alleged
conflict between the provisions of the Omnibus Incentive Plan and the provisions of this Plan, the
provisions of the Omnibus Incentive Plan shall be controlling and determinative. This Plan does
not constitute a separate source of shares for the grant of the equity awards described herein.


 


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ARTICLE 5

CASH COMPENSATION




5.1. BASE QUARTERLY RETAINER. Each Eligible Participant shall be paid a Base
Quarterly Retainer for service as a Director during each Plan Year. The amount of the Base
Quarterly Retainer shall be established from time to time by the Board. Until changed by the
Board, the Base Quarterly Retainer shall be $21,250 for each Non-Employee Director. A pro-rata
Base Quarterly Retainer will be paid to any Eligible Participant who joins the Board on a date
other than the beginning of a calendar quarter, based on the number of full or partial calendar
months between the date such Non-Employee Director joined the Board and the first day of the
following quarter (with credit for a full month being given where the Non-Employee Director served
for more than 15 days in such month). The Base Quarterly Retainer shall be paid quarterly in
arrears in January, April, July and October of each Calendar Year.




5.2. SUPPLEMENTAL QUARTERLY RETAINER.



(a) Supplemental Quarterly Retainer for Committee Chairs. Any Non-Employee Director who
serves as the chair of a committee of the Board shall be paid a Supplemental Quarterly Retainer,
payable quarterly in arrears in January, April, July and October of each Plan Year. The amount of
the Supplemental Quarterly Retainer shall be established from time to time by the Board. Until
changed by the Board, the Supplemental Quarterly Retainer for each full calendar quarter shall be
as follows:



	 	 	 	 	 
	Committee	 	Amount	 
	Audit Committee
	 	$	5,000	 
	Non-Audit Committee
	 	$	2,500	 






A prorata Supplemental Quarterly Retainer will be paid to any Non-Employee Director who becomes the
chair of a committee of the Board on a date other than the beginning of a calendar quarter, based
on the number of full or partial calendar months served in such position during the quarter (with
credit for a full month being given where the Non-Employee Director served in such position for
more than 15 days in such month).



(b) Supplemental Quarterly Retainer for Service as Lead Director. In
addition to the Base Quarterly Retainer and any Supplemental Quarterly Retainer for service as
chair of a Board committee, the Lead Director shall be paid an additional Supplemental Quarterly
Retainer for service as Lead Director during each Plan Year, payable at the same times as the
Supplemental Quarterly Retainer is paid pursuant to Section 5.2(a). The amount of such
Supplemental Quarterly Retainer shall be established from time to time by the Board. Until changed
by the Board, the special additional Supplemental Quarterly Retainer for the Lead Director for a
full calendar quarter shall be $5,000. A prorata payment will be paid to any Non-Employee Director
who becomes the Lead Director on a date other than the beginning of a calendar quarter, based on
the number of full or partial calendar months served in such position during the quarter (with
credit for a full month being given where the Non-Employee Director served as Lead Director for
more than 15 days in such month).


 


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5.3. TRAVEL EXPENSE REIMBURSEMENT. All Non-Employee Directors shall be reimbursed for
reasonable travel expenses in connection with attendance at meetings of the Board and its
committees, or other Company functions at which the Chief Executive Officer requests the
Non-Employee Director to participate. Such reimbursements shall be made in accordance with the
terms and conditions of the Company’s Travel & Business Expense Standards & Procedures, as amended
from time to time (or successor travel and business expense reimbursement policy or procedures
established by the Company).



5.4 EDUCATION EXPENSE REIMBURSEMENT. All Non-Employee Directors shall be reimbursed
for reasonable travel and tuition expenses in connection with attendance at director educational
seminars. Such reimbursements shall be made in accordance with the terms and conditions of the
Company’s education reimbursement policy or procedure, as in effect from time to time.



ARTICLE 6

EQUITY COMPENSATION





6.1. RESTRICTED STOCK UNITS.



(a) Annual Grant of Restricted Stock Units. Subject to share availability under the Omnibus
Incentive Plan, as of the day following each annual meeting of the Company’s stockholders, each
Eligible Participant in service on that date will receive an award of $95,000 in value of
Restricted Stock Units. The number of Restricted Stock Units so awarded to each Eligible
Participant shall be determined by dividing $95,000 by the Fair Market Value of the Common Stock on
the date of grant and rounding up to the nearest whole share.


 


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(b) Terms and Conditions of Restricted Stock Units. Restricted Stock Units granted under this
Section 6.1 shall be subject to the terms and conditions described below and of the Omnibus
Incentive Plan (and Award Agreement described below).




	 	(i)	 	Crediting and Settlement of Restricted Stock Units. The Restricted Stock
Units shall be credited to a bookkeeping account maintained by the Company on behalf
of the Non-Employee Director and, to the extent then vested, shall be settled in
(converted to) shares of Common Stock on the date of the Non-Employee Director’s
termination of service as a Director. No shares of Common Stock will be issued until
the settlement date, at which time the Company agrees to issue shares of Common Stock
to the Non-Employee Director (at the conversion rate of one share of Common Stock for
each vested Restricted Stock Unit).







	 	(ii)	 	Transfer Restrictions. The Restricted Stock Units may not be sold,
transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered to or
in favor of any party other than the Company, or be subjected to any lien, obligation
or liability of the grantee to any other party other than the Company.







	 	(iii)	 	Award Agreement. Restricted Stock Unit awards shall be evidenced by a
written Award Agreement between the Company and the Non-Employee Director, which shall
include a vesting schedule, and such other terms and conditions, not inconsistent with
the Plan or the Omnibus Incentive Plan, as may be specified by the Compensation
Committee.







	 	(iv)	 	Rights as Stockholder. A Non-Employee Director shall not have voting,
dividend or any other rights as a stockholder of the Company with respect to the
Restricted Stock Units. Upon conversion of the Restricted Stock Units into shares of
Common Stock, the Non-Employee Director will obtain full voting, dividend and other
rights as a stockholder of the Company.







	 	(v)	 	Cash Election. A Director also may elect (on a form prepared by the Company)
before the end of the calendar year prior to the calendar year in which the Restricted
Stock Units are granted (or for initial eligibility, within 30 days of becoming a
Director) to have up to one-third of the Restricted Stock Units settled in cash rather
than shares of Common Stock (based on fair market value of the Common Stock as of the
payment date).




 


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ARTICLE 7

DEFERRAL OF COMPENSATION




A Non-Employee Director may elect to defer (i) any portion of his or her Base Quarterly
Retainer, (ii) any portion of his or her Supplemental Quarterly Retainer for service as a Committee
Chair, and (iii) any portion of his or her Supplemental Quarterly Retainer for service as Lead
Director, pursuant to the Deferral Plan. A Non-Employee Director who wishes to defer compensation
under this Article 7 must irrevocably elect to do so by delivering a valid Election Form (which
delivery may be by electronic or other means approved by the Corporate Secretary) by the December
31 preceding the
commencement of the applicable Calendar Year (or within 30 days after a Non-Employee Director first
joins the Board). A Non-Employee Director’s participation in this Article 7 of the Plan will be
effective as of the first day of the quarter beginning after the Non-Employee Director’s Election
Form has been effectively delivered (or immediately, in the case of a Non-Employee Director making
such election within 30 days after first joining the Board). The deferral Election Form delivered
by the Non-Employee Director will become irrevocable as of December 31 for the coming Calendar Year
(or immediately when made, in the case of a Non-Employee Director making such election within 30
days after first joining the Board).



ARTICLE 8

AMENDMENT, MODIFICATION AND TERMINATION




The Board may terminate or suspend the Plan at any time, without stockholder approval. The
Board may amend the Plan at any time and for any reason without stockholder approval; provided,
however, that the Board may condition any amendment on the approval of stockholders of the Company
if such approval is necessary or deemed advisable with respect to tax, securities or other
applicable laws, policies or regulations. Except as provided in Section 9.1, no termination,
modification or amendment of the Plan may, without the consent of a Non-Employee Director,
adversely affect a Non-Employee Director’s rights under an award granted prior thereto.



ARTICLE 9

GENERAL PROVISIONS




9.1. ADJUSTMENTS. The adjustment provisions of the Omnibus Incentive Plan shall apply
with respect to awards of Restricted Stock Units outstanding or to be granted pursuant to this
Plan.



9.2. DURATION OF THE PLAN. The Plan shall remain in effect until terminated by the
Board.



9.3. EXPENSES OF THE PLAN. The expenses of administering the Plan shall be borne by
the Company.


 


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9.4. STATUS OF THE PLAN. The provisions of Article 7 of the Plan are intended to be a
nonqualified, unfunded plan of deferred compensation under the Internal Revenue Code of 1986, as
amended (the “Code”). Plan benefits shall be paid from the general assets of the Company or as
otherwise directed by the Company. An Eligible Participant shall have the status of a general
unsecured creditor of the Company with respect to his or her right to receive Common Stock or other
payment upon settlement of the Restricted Stock Units granted under the Plan. No right or interest
in the Restricted Stock Units shall be subject to the claims of creditors of the Non-Employee
Director or to liability for the debts, contracts or engagements of the Non-Employee Director, or
shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted
disposition thereof shall be null and void and of no effect; provided, however, that nothing in
this Plan shall prevent transfers by will or by the applicable laws of descent and distribution.
To the extent that any Eligible Participant acquires the right to receive payments under the Plan
(from whatever source), such right shall be no greater than that of an unsecured general creditor
of the Company. Eligible Participants and their beneficiaries shall not have any preference or
security interest in the assets of the Company other than as a general unsecured creditor. It is
intended that any amounts or awards provided under the Plan comply with the requirements of, or
satisfy the requirements of an exemption from, Section 409A of the Code, and the applicable
regulations and guidance issued thereunder, to avoid imposition of applicable taxes thereunder and
the terms of the Plan and any award agreements or notices shall be interpreted accordingly.




9.5. EFFECTIVE DATE. The Plan shall be effective as of date approved by the Board.



	 	 	 	 	 
	 	GENON ENERGY, INC.

 	 
	 	By:  	/s/ Edward R. Muller
 	 
	 	 	Chairman, Board of Directors 	 




 


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