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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.
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1.
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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.
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2.
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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
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