Exhibit 10.3






	 	 	 	 	 



Exhibit 10.3




RRI ENERGY, INC.

2002 LONG-TERM INCENTIVE PLAN

ANNUAL AWARD AGREEMENT





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
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 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 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.







	 	(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 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 Restricted Stock including, without limitation, the right 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:
	 	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
	 	 






 


-2-