exv10w1



 





EXHIBIT 10.1




March 5, 2004




Scott J. Davido

1400 Summitt Avenue

St. Paul, MN 55105



Dear Scott:



I am pleased to offer you a position within the new NRG organizational
structure as Executive Vice President and Regional President, Northeast Region,
per the attached position description. This position requires you to be
located at the new corporate offices in the northeastern region of the United
States. 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 – In light of your circumstances you will be able to commute from
Minneapolis, Minnesota to the new office location for a period of one year.
The company will reimburse your airfare and housing expense, not to exceed
$40,000. Thereafter, you will be required to relocate to the new corporate
headquarters per the attached NRG Relocation Policy.




 









 




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.



Please note that NRG is an at-will employer. The aspects of this letter do not
modify or in any way limit your at-will employment status with NRG. Your
signature below confirms your understanding of your at-will status and
acceptance of these terms. The elements of this offer are contingent upon your
acceptance by the date listed below. If you have any questions regarding any
portion of this offer, please call Denise Wilson at (612) 373-5497.



Scott, 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
	Scott J. Davido