|NRG ENERGY, INC. filed this Form 10-K on 03/01/2018|
NRG Energy, Inc.
Amended and Restated Executive Change-in-Control
and General Severance Plan for Tier I and Tier II Executives
Article 1.Establishment and Term of the Plan
1.1 Establishment of the Plan. NRG Energy, Inc. (hereinafter referred to as the “Company”) hereby adopts this plan known as the “NRG Energy, Inc. Amended and Restated Executive Change-in-Control and General Severance Plan for Tier I and Tier II Executives” (the “Plan”). This Plan was amended and restated as of August 1, 2016, and the Company hereby further amends and restates the Plan, effective January 1, 2018. The Plan provides Severance Benefits to Tier IA Executives and Tier IIA Executives of the Company (each an “Executive” and collectively the “Executives”) upon certain terminations of employment from the Company.
The Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its stockholders. In this connection, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control may arise and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.
Accordingly, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management to their assigned duties without distraction in circumstances arising from the possibility of a Change in Control of the Company.
1.2 Initial Term. This Plan commenced on July 23, 2009 (the “Effective Date”) and continued for a period of three (3) years (the “Initial Term”).
1.3 Successive Periods. The term of this Plan shall automatically be extended for one (1) additional year at the end of the Initial Term, and then again after each successive one (1) year period thereafter (each such one (1) year period following the Initial Term is referred to as a “Successive Period”). The Committee may terminate this Plan at the end of any Successive Period by giving the Executives written notice of intent to terminate the Plan, delivered at least six (6) months prior to the end of such Successive Period. If such notice is properly delivered by the Company, this Plan, along with all corresponding rights, duties, and covenants, shall automatically expire at the end of the Successive Period then in progress.
1.4 Change-in-Control Renewal. Notwithstanding the provisions of Section 1.3 above, in the event that a Change in Control of the Company occurs during any Successive Period, upon the effective date of such Change in Control, the term of this Plan shall automatically and irrevocably be renewed for a period of two (2) years from the effective date of such Change in Control. Further, this Plan may be assigned to the successor in such Change in Control, as further provided in Article 8 herein. This Plan shall thereafter automatically terminate following such two (2) year Change-in-Control renewal period; provided that such termination shall not affect or diminish the rights of Executives who become entitled to benefits or payments under this Plan.