|NRG ENERGY, INC. filed this Form 10-K on 03/01/2018|
Whenever used in this Plan, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized.
“Accountants” shall have the meaning set forth in Article 6.
“Base Salary” means the greater of the Executive’s annual rate of salary, whether or not deferred, at: (i) the Effective Date of Termination or (ii) at the date of the Change in Control.
“Beneficiary” means the persons or entities designated or deemed designated by the Executive pursuant to Section 9.6 herein.
“Board” means the Board of Directors of the Company.
“Cause” shall mean one or more of the following:
the Executive’s willful misconduct or gross negligence in the performance of the Executive’s duties to the Company that has or could reasonably be expected to have an adverse effect on the Company;
the Executive’s willful failure to perform the Executive’s duties to the Company (other than as a result of death or a physical or mental incapacity);
indictment for, conviction of, or pleading of guilty or nolo contendere to, a felony or any crime involving moral turpitude;
the Executive’s performance of any material act of theft, fraud, malfeasance or dishonesty in connection with the performance of the Executive’s duties to the Company;
breach of any written agreement between the Executive and the Company, or a violation of the Company’s code of conduct or other written policy; or
any other material breach of Article 5 of this Plan.
For purposes of this Plan, there shall be no termination for Cause pursuant to subsections (i) through (vi) above, unless a written notice, containing a detailed description of the grounds constituting Cause hereunder, is delivered to the Executive stating the basis for the termination. Upon receipt of such notice, the Executive shall be given thirty (30) days to fully cure and remedy the neglect or conduct that is the basis of such claim, provided that the Executive’s right to cure shall not apply if there are egregious, habitual or repeated breaches by the Executive.
“Change-in-Control Severance Benefits” means the Severance Benefit described in Section 3.2.