exv10w3



 





EXHIBIT 10.3




March 5, 2004



John P. Brewster

540 Eben Court

Stillwater, MN 55082



Dear John:



I am pleased to offer you a position within the new NRG organizational
structure as Executive Vice President, Corporate Operations and Regional
President, South Central Region, per the attached position description. This
position requires you to be located 50% at the new corporate offices in the
northeastern region of the United States and 50% at the South Central Regional
office in Louisiana. This position will report to me, David Crane, President &
CEO. The key elements of this offer are summarized below.



Base Salary - Your monthly salary will be $25,000 ($300,000 annualized) paid on
a bi-weekly basis, effective April 1, 2004.



Incentive – You will be eligible to participate in the NRG Annual Incentive
Plan as defined by myself and approved by the Board of Directors. Your maximum
target incentive opportunity will be 50% of base salary (delivered 50% cash and
50% deferred stock units) and, in addition, a stretch incentive opportunity of
25% of base salary (delivered 35% cash and 65% deferred stock units), for plan
year 2004.



Notwithstanding the foregoing, payment of cash bonuses to officers in excess of
$2 million in the aggregate in any fiscal year is subject to waiver or
amendment of Section 6.07(b) of the Company’s Credit Agreement dated December
23, 2003.



Long-term Incentive - You will be eligible to participate in the NRG Long-Term
Incentive Plan. The 2004 grant will be delivered in a combination of
two-thirds nonqualified stock options (27,000), at an exercise (strike) price
of $19.90, and one-third restricted stock units (7,500). The nonqualified
stock options will vest in increments of one-third beginning on the anniversary
date of the grant. The restricted stock units will lapse (vest) on the third
anniversary of the grant date.



Relocation – You will be offered relocation benefits per the attached NRG
Relocation Policy. This offer is contingent upon your relocation to the South
Central Regional office in Louisiana.


 









 







CIC/General Severance Agreement – You will be provided a Change-in-Control and
a General Severance benefit as defined in the respective plan document. Your
Change-in-Control benefit is equal to 2.99x your base plus maximum target
annual incentive (incentive defined as maximum target for 2004; for 2005
incentive is defined as average maximum target plus actual 2004 incentive
payout; thereafter, a 3-year average incentive payout) and your General
Severance benefit will be equal to 1.5x your base. Eligibility for the CIC
benefit requires a “double trigger”. Double trigger is defined as a (i.)
Change in Control and involuntary termination or; (ii.) Change in Control and
voluntary termination for good reason including diminution of duties. A signed
general release is required to recognize payment under the above-mentioned
benefit. All benefits stated here are subject to the terms and conditions as
stated in the governing plan document.



If you have any questions regarding any portion of this offer, please call
Denise Wilson at (612) 373-5497. The elements of this offer are contingent upon
your acceptance by the date listed below.



John, I am personally very pleased to have you continue on the NRG team.
Please send the original signed offer letter back to Denise Wilson by March 15,
2004, in the envelope provided to confirm receipt and acceptance.



Sincerely,



David Crane

President & CEO

NRG Energy, Inc.



Attachments (2)




	 	 	 
	


	 	

	Acceptance Signature

	 	Date
	John P. Brewster