|NRG ENERGY, INC. filed this Form 10-K on 03/01/2018|
NRG ENERGY, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE ACCORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934.
(xiii) make, change or revoke any election relating to Taxes, file any material amended Tax Return, surrender any right to claim a refund of a material amount of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, enter into any closing agreement or similar agreement relating to Taxes with any Governmental Authority, settle or compromise any claim or assessment by any Governmental Authority relating to Taxes;
(xiv) transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or allow to lapse or expire or otherwise dispose of any material amount of assets, licenses, operations, rights, product lines or businesses of the Company Entities, including capital stock (or other equity interests) of any of the Company Entities or NYLD Entities, other than (A) energy, electricity, capacity renewable energy credits and other environmental attributes, (B) sales of obsolete assets that are not material and are no longer used in the operation of the Business of the Company or the Business of NYLD or (C) pursuant to Contracts in effect as of the Effective Date (copies of which have been made available to Purchaser);
(xv) voluntarily recognize any labor union as the representative of any of Business Employees, or enter into any new or amended collective bargaining agreement with any labor organization applicable to Business Employees, except as required by applicable Law;
(xvi) except as set forth in the Zephyr 2018 Business Plan, (A) other than normal vendor renewals, extensions or replacements or otherwise in the ordinary course of business, modify or amend in any material respect or terminate or cancel or waive, release or assign any material rights or claims with respect to, any Material Company Contract or (B) enter into any Contract that, if entered into prior to the Effective Date, would qualify as a Material Company Contract under the definition thereof;
(xvii) enter into any new line of business other than any line of business that is reasonably ancillary to and a reasonably foreseeable extension of any line of business as of the Effective Date;
(xviii) except as may be required by applicable Law or pursuant to the terms of any Company Employee Plan in effect on the Effective Date, (A) establish, adopt, terminate or materially amend any material Company Employee Plan; (B) grant to any Business Employee or service provider any material increase in base salary, wages, bonuses, incentive compensation or severance, retention or other employee benefits; (C) grant any equity-based awards; (D) accelerate the time of payment for, or vesting of, any compensation or benefits; or (E) materially change any actuarial or other assumption used to calculate funding obligations or liabilities under any Company Employee Plan;
(xix) except as set forth in the Zephyr 2018 Business Plan, (A) hire any Business Employee or other service provider; provided, however, that the Company Entities shall be permitted to hire Business Employees or engage other service providers to fill existing positions that are or become vacant or positions that are newly created in the ordinary course of business to the extent that the annual compensation opportunity provided to any such Business Employee or other service provider does not exceed $1,000,000 in the aggregate for all such hires and engagements and, in the case of service providers other than Business Employees, the duration of engagement does not exceed six (6) months, and the compensation and benefits provided to any such Business Employee or other service provider are consistent with terms previously provided by the Company Entities in the ordinary course of business; or (B) terminate any Business Employee or other service provider whose annual compensation opportunity exceeds $400,000 other than for cause; provided further that the restrictions set forth in subsection (A) above shall not apply to any Business Employee who is a RENOM plant employee and whose hiring is contemplated by the Zephyr 2018 Business Plan; or
(xx) agree, authorize or commit to do any of the foregoing.