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SEC Filing Details

10-K
NRG ENERGY, INC. filed this Form 10-K on 03/01/2018
Entire Document
 
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.


or an Additional Employee. Offers of employment required by this ‎Section 8.06(a)(iii) shall be at positions having the same duties as provided to the applicable Offer Employees or Additional Employees as of immediately prior to the Closing.
(iv)    Prior to the Closing Date, Seller and the Company shall take all actions necessary such that each Transferring Employee shall become an employee of the Company, effective immediately prior to the Closing.
(v)    The (x) Offer Employees and Additional Employees who accept the terms and conditions of their respective offers and who become employed by the Company, and (y) Transferring Employees are hereinafter collectively referred to as the “Continuing Employees”. Seller shall release each Continuing Employee from any confidentiality agreement or other agreement solely as it applies to Purchaser and solely with respect to matters relating to the Business of the Company or the Business of NYLD, any of the Company Entities or the sale of the Projects that may interfere with such Continuing Employee’s prospective employment with the Company.
(b)     Purchaser shall be solely responsible for all pay and benefits and other costs, expenses, Liabilities, claims, wages, benefits, accrued vacation, sick or paid time off, severance, separation, Taxes, unemployment, and all other obligations and Liabilities of any nature whatsoever relating to the Continuing Employees’ employment during the period after the Closing Date, and, for the avoidance of doubt, all such Liabilities and obligations shall be Liabilities assumed by Purchaser. Seller shall remain liable for, and Purchaser shall have no obligations whatsoever for, all costs, expenses (on a balance sheet or otherwise), Liabilities, claims, wages, benefits, Taxes and all other obligations and Liabilities of any nature whatsoever (including any Liabilities under any Company Employee Plan that is not a Zephyr Employee Plan and, for the avoidance of doubt, including all Liabilities associated with any vesting of any awards under Sellers’s Amended and Restated Long Term Incentive Plan and Seller’s Phantom and Long Term Incentive Plan at any time prior to, on or after the Closing, including any pro rata vesting of such awards in connection with the Closing) relating to (i) the period on and prior to the Closing Date with respect to the Continuing Employees or at any time, irrespective of the period, with respect to Business Employees or Additional Employees who do not become Continuing Employees (other than as set forth in the following sentence), in either case, relating in any way to their employment, and (ii) the employment or termination of employment of any Person who is not a Continuing Employee (other than as set forth in the following sentence). Notwithstanding the foregoing, if Purchaser requests, at any time after the 60th day after the Effective Date and prior to the Closing, that any Business Employee or Additional Employee be removed from the Final Employee Schedule, Seller shall cause such Business Employee or Additional Employee to be removed from such schedule, and if such Business Employee or Additional Employee’s employment with Seller or one of its Affiliates, as applicable, is terminated by Seller or one of its Affiliates, as applicable, within sixty (60) days after the Closing Date under circumstances entitling such Business Employee or Additional Employee to severance payments and/or benefits under the Severance Plans, Purchaser shall reimburse Seller the amounts of any such payments and/or benefits within thirty (30) days of any such payment by Seller to such Business Employee or Additional Employee. Seller and the “selling group” (as defined in Treasury Regulation Section 54.4980B-9, Q&A-2(a)) of which it is a part shall be solely responsible for providing continuation coverage pursuant to Section 4980B(f) of the Code, Part 6 of Subtitle B of Title I of ERISA and similar state Law to those individuals who are “M&A qualified beneficiaries” (as defined in Treasury Regulation Section 54.4980B-9, Q&A-4(b)) whose qualifying event occurs prior to the Closing. Purchaser and the “buying group” (as defined in Treasury Regulation Section 54.4980B-9, Q&A-2(c)) of which it is a part shall be solely responsible for providing continuation coverage pursuant to Section 4980B(f) of the Code, Part 6 of Subtitle B of Title I of ERISA and similar state Law to those individuals who are “M&A qualified beneficiaries” whose qualifying event occurs on or after the Closing. Nothing in this Agreement shall create any claim or right on the part of any Business Employee or Additional Employee and no such Business Employee or Additional Employee shall be entitled

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