2009 LONG TERM INCENTIVE AWARD
PROGRAM FOR OFFICERS
RRI ENERGY, INC. 2002 LONG-TERM INCENTIVE PLAN
1. 2009 Program. This 2009 Long
Term Incentive Award Program for Officers (“Program”)
has been adopted by the Compensation Committee
(“Committee”) of the Board of Directors of RRI Energy,
Inc. (the “Company”) pursuant to and subject to the
terms and conditions of the RRI Energy, Inc. 2002 Long Term
Incentive Plan (“Plan”). Awards under this Program will
be made under the 2009 Long Term Incentive Award Agreement
(“Agreement”) attached hereto as
Exhibit A.
2. Objectives. The Program is
intended to provide incentives to a group of officers who can make
a significant contribution to the Company’s strategic
objectives.
3. Relationship to the Plan. This
Program is subject to all of the terms, conditions and provisions
of the Plan and administrative interpretations thereunder, if any.
To the extent any provision herein conflicts with the express terms
of the Plan, the terms of the Plan will control.
4. Definitions. Except as defined
in the Agreement, capitalized terms have the same meanings ascribed
to them under the Plan.
5. Eligibility and Participation.
The Committee or its delegate will designate the Employees who will
participate in this Program and will determine individual awards
which will be memorialized in an Agreement with each
Participant.
6.
Awards. Awards will consist of Restricted Stock Units and
Cash Units.
(a) Unless
earlier forfeited or satisfied in accordance with Section 6 of
the Agreement, Awards will vest as provided in the
Agreement.
(b) In the
event a Participant is no longer an employee of the Company for any
reason on the Vesting Date, all unvested Awards will be forfeited
immediately after termination.
8. Change in Control. In the event
of a Change in Control, all Awards will vest immediately and will
be settled by a cash payment as provided in the
Agreement.
9. Effective
Date. This Program is effective as of and the Grant Date is
June 19, 2009.
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RRI ENERGY,
INC.
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By:
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/s/ Karen D.
Taylor
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Karen D.
Taylor
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Senior Vice
President
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RRI ENERGY, INC.
2002 LONG TERM INCENTIVE PLAN
2009 LONG TERM INCENTIVE AWARD AGREEMENT
Pursuant to this award agreement (the
“Agreement”), as of June 19, 2009, RRI Energy, Inc
. ( the “Company”) hereby grants to
«LEGAL» (the “Participant”),
«stock_units» Restricted Stock Units and
«cash_units» Cash Units. The number of units is
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.
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1.
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Relationship to the Plan;
Definitions.
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(a)
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This grant of Restricted Stock
Units and Cash Units 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. If any provision of this Agreement
conflicts with the express terms of the Plan, the terms of the Plan
control and, if necessary, the applicable provi
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