Exhibit 10.4






Exhibit 10.4




RRI ENERGY, INC.

2002 LONG-TERM INCENTIVE PLAN




QUARTERLY COMMON STOCK AND PREMIUM RESTRICTED STOCK AWARD




Pursuant to this Award Agreement, as of «Date», RRI Energy, Inc. (the “Company”)
hereby grants to «Director» (the “Participant”), a Director of the Company, «Shares» shares of
Common Stock, in lieu of fees otherwise payable to the Participant for services as a Director for
the period from «Date» through «Date» plus an additional «Premium» premium restricted shares of
Common Stock (“Premium Restricted Stock”). Such number of shares are subject to adjustment as
provided in Section 15 of the RRI 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 Common Stock and Premium 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 Premium 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 Premium 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 Common Stock granted herein is fully vested and transferable as of the
date granted.







	 	(b)	 	The Premium Restricted Stock vests as of the earlier of (i) the last day of
the Director’s current term or (ii) «Date» (“Vesting Date”), provided the Participant
does not terminate service, except as otherwise provided in this Section 3, before the
Vesting Date.







	 	(c)	 	If the Participant’s service as a Director is terminated due to death or
Disability, Participant’s right to receive Premium 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.







	 	(d)	 	If the Participant terminates service on the Board for any reason other than
death or Disability, the Participant’s right to receive Premium Restricted Stock
granted during the term during which the Participant terminates service will be
forfeited in its entirety immediately after such 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 Premium Restricted Stock including, without limitation, the
right to vote the Premium Restricted Stock and the right to receive any dividends with respect
thereto.







	5.	 	Cash Payment Upon a Change of Control. Notwithstanding anything herein to the contrary, upon
or immediately prior to the occurrence of any Change of Control of the Company, Participant’s
right to receive Premium Restricted Stock shall be settled by a cash payment to Participant
equal to the product of (i) the Fair Market Value per share of Common Stock on the date
immediately preceding the date on which the Change of Control occurs and (ii) the total number
of shares of Premium Restricted Stock granted. Such cash payment shall satisfy the rights of
Participant and the obligations of the Company under this Award Agreement in full.







	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:
	 	RRI Energy, Inc.

1000 Main Street

Houston, Texas 77002

ATTENTION:

Corporate Secretary
	 
	 	 	 	 
	 

	 	If to Director:
	 	«Director»

c/o Corporate Secretary

RRI 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.






	 	 	 	 	 
	 

	 	 

Mark M. Jacobs

President and Chief Executive Officer
	 	 






 


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