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RRI ENERGY, INC.
2002 LONG-TERM INCENTIVE PLAN
QUARTERLY COMMON STOCK AND
PREMIUM RESTRICTED STOCK AWARD
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
Common Stock, in lieu of fees otherwise payable to the Participant
for services as a Director for the period from
«Date» through «Date» plus an
additional «Premium» premium restricted shares
of Common Stock (“Premium 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 Common Stock and Premium 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 Premium 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 Premium Restricted Stock
are transferable by the Participant to Immediate Family Members,
Immediate Family Member Trusts, an
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