RRI ENERGY, INC. 2002 LONG-TERM INCENTIVE PLAN DIRECTOR COMMON STOCK AWARD
Exhibit 10.2
Pursuant to this Award Agreement, as of June 8, 2009, RRI Energy, Inc. (the
“Company”) hereby grants to Xxxx X. Xxxxxxxxxxx (the “Participant”), a Director of the Company,
2,715 shares of Common Stock, in lieu of fees otherwise payable to the Participant for services as
Chairman of the Special Committee. 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.
| 1. | Relationship to the Plan. This grant of Common 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. |
| 2. | Vesting and Forfeiture. The Common Stock granted herein is fully vested and transferable as
of the date granted. |
| 3. | Notices. For purposes of this Award Agreement, notices and all other communications must be
in writing and will be deemed to have been given when personally delivered or when mailed by
United States registered or certified mail, return receipt requested, postage prepaid,
addressed as follows: |
| If to Company: | RRI Energy, Inc. 0000 Xxxx Xxxxxx Xxxxxxx, Xxxxx 00000 ATTENTION: Corporate Secretary |
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| If to Director: | Xxxx X. Xxxxxxxxxxx c/o Corporate Secretary RRI Energy, Inc. 0000 Xxxx Xxxxxx Xxxxxxx, Xxxxx 00000 |
or to such other address as either party may furnish to the other in writing in accordance
with this Section 3.
| 4. | Successors and Assigns. This Award Agreement is binding upon and inures to the benefit of
the Participant, the Company and their respective permitted successors and assigns. |
| /s/ Xxxx X. Xxxxxx | ||||
| Xxxx X. Xxxxxx | ||||
| President and Chief Executive Officer | ||||
