Exhibit 10.31.3
NRG GENERATING (U.S.) INC.
1996 STOCK OPTION PLAN
GRANT OF EMPLOYEE NONQUALIFIED STOCK OPTION
Date of Grant:
THIS GRANT, dated as of the date of grant first stated above (the
"Date of Grant"), is delivered by NRG Generating (U.S.) Inc. (the
"Company") to ________________ (the "Grantee"), who is an Employee of the
Company or a Subsidiary.
WHEREAS, the Board of Directors of the Company (the "Board") on
September 20, 1996, adopted the NRG Generating (U.S.) Inc. 1996 Stock
Option Plan (the "Plan");
WHEREAS, the Plan provides for the granting of Nonqualified Stock
Options by the Board to directors of the Company and to officers and key
employees of the Company and its Subsidiaries to purchase shares of the
Common Stock of the Company (the "Stock"), in accordance with the terms and
provisions thereof; and
WHEREAS, the Board considers Grantee to be a person who is eligible
for a grant of Nonqualified Stock Options under the Plan, and has
determined that it would be in the best interest of the Company to grant
the Nonqualified Stock Options documented herein.
NOW THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Grant of Option.
Subject to the terms and conditions
hereinafter set forth, the Company, with
the approval and at the direction of the
Board, hereby grants to Grantee, as of
the Date of Grant, an option to purchase
up to _____ shares of Stock at a price
of _____ per share. The shares of stock
purchasable upon exercise of the Option
are hereinafter sometimes referred to as
the "Option Shares." The Option is
intended by the parties hereto to be,
and shall be treated as, a Nonqualified
Stock Option which is not subject to the
provisions of Code Section 422.
2. Installment Exercise.
Subject to such further limitations as
are provided herein, the Option shall
become exercisable in three (3)
installments, Grantee having the right
hereunder to purchase from the Company
the following number of Options
Shares upon exercise of the Option, on
and after the following dates, in
cumulative fashion:
(i) on and after the first anniversary
of the Date of Grant up to one-third
(ignoring fractional shares) of the
total number of Option Shares;
(ii) on and after the second
anniversary of the Date of Grant, up to
an additional one-third (ignoring
fractional shares) of the total number
of Option Shares; and
(iii) on and after the third
anniversary of the Date of Grant, the
remaining Option Shares.
3. Termination of Option.
(a) The Option and all rights
hereunder with respect thereto, to the
extent such rights shall not have been
exercised, shall terminate and become
null and void after the expiration of
ten (10) years from the Date of Grant
(the "Option Term").
(b) Upon the occurrence of Grantee's
ceasing for any reason to be employed by
the Company, the Option, to the extent
not previously exercised, shall
terminate and become null and void
immediately upon the Separation Date,
except in a case where the termination
of Grantee's employment is by reason of
retirement, Disability or death or
otherwise as follows. Upon a
termination of Grantee's employment by
reason of Disability or death, all
unexercised portions of the Option shall
become immediately exercisable and the
Option may be exercised during the
period beginning upon such termination
and ending one year after such date.
Upon termination of Grantee's
employment, the Option may be exercised
during the three-month period following
the date of retirement, but only to the
extent that the Option was outstanding
and exercisable on the date of such
retirement. In no event, however, shall
any such period extend beyond the Option
Term.
(c) In the event of Grantee's death,
the Option may be exercised by Grantee's
legal representative(s) as and to the
extent that the Option would otherwise
have been exercisable by Grantee,
subject to the provisions of Section
3(b) hereof.
(d) A transfer of Grantee's employment
between the Company, its parents,
subsidiaries or affiliates, shall not be
deemed to be a termination of Grantee's
employment.
(e) Notwithstanding any other provisions
set forth herein or in the Plan, if
Grantee shall: (i) commit any act of
malfeasance or wrongdoing affecting the
Company, its Parents or Subsidiaries,
(ii) breach any covenant not to compete,
or employment contract, with the
Company, its Parents or Subsidiaries, or
(iii) engage in conduct that would
warrant Grantee's discharge for cause
(excluding general dissatisfaction with
the performance of Grantee's duties, but
including any act of disloyalty or any
conduct clearly tending to bring
discredit upon the Company, its Parents
or Subsidiaries), any unexercised
portion of the Option shall immediately
terminate and be void.
4. Exercise of Options.
(a) Grantee may exercise the Option
with respect to all or any part of the
number of Option Shares that are
exercisable hereunder by giving the
Secretary of the Company written notice
of intent to exercise. The notice of
exercise shall specify the number of
Option Shares as to which the Option is
to be exercised and date of exercise
thereof, which date shall be at least
five (5) days after the signing of such
notice unless an earlier time shall have
been mutually agreed upon.
(b) Full payment (in U.S. dollars)
by Grantee of the Option Price for
Option Shares purchased shall be made on
or before the exercise date specified in
the notice of exercise in cash or as the
Company may otherwise permit as further
set forth in the Plan. On the exercise
date specified in Grantee's notice or as
soon thereafter as is practicable, the
Company shall cause to be delivered to
Grantee, a certificate or certificates
for the Option Shares then being
purchased (out of theretofore unissued
Stock or reacquired Stock, as the
Company may elect) upon full payment for
such Option Shares. The obligation of
the Company to deliver Stock shall,
however, be subject to the condition
that if at any time the Board shall
determine in its discretion that the
listing, registration or qualification
of the Option or the Option Shares upon
any securities exchange or under any
state or federal law, or the consent or
approval of any governmental regulatory
body, is necessary or desirable as a
condition of, or in connection with, the
Option or the issuance or purchase of
Stock thereunder, the Option may not be
exercised in whole or in part unless
such listing, registration,
qualification, consent or approval shall
have been effected or obtained free of
any conditions not acceptable to the
Board.
(c) If Grantee fails to pay for any of
the Option Shares specified in such
notice or fails to accept delivery
thereof, Grantee's right to purchase
such Option Shares may be terminated by
the Company or the exercise of the
Option may be ignored, as the Board in
its sole discretion may determine. The
date specified in Grantee's notice as
the date of exercise shall be deemed the
date of exercise of the Option, provided
that payment in full for the Option
Shares to be purchased upon such
exercise shall have been received by
such date.
5. Adjustment of and Changes in Stock.
In the event of a reorganization,
recapitalization, change of shares,
stock split, spin-off, stock dividend,
reclassification, subdivision, or
combination of shares, merger,
consolidation, rights offering, or any
other change in the corporate structure
of shares of capital stock of the
Company, the Board shall make such
adjustment as it deems appropriate in
the number and kind of shares of Stock
subject to the Option or in such option
price; provided, however, that no such
adjustment shall give Grantee any
additional benefits under the Option.
6. No Rights as Shareholders.
Grantee shall have no rights as a
shareholder with respect thereto unless
and until certificates for shares of
Common Stock are issued to him.
7. Non-Transferability of Option.
During Grantee's lifetime, this Option
shall be exercisable only by Grantee or
his or her guardian or legal
representative.
8. Employment Not Affected.
The grant of the Option hereunder
shall not be construed as conferring on
Grantee any right to continued
employment, and Grantee's employment may
be terminated without regard to the
effect which such action might have upon
him as a holder of this Option.
9. Amendment of Option.
The Option may be amended by the Board
at any time (i) if the Board determines,
in its sole discretion, that amendment
is necessary or advisable in light of
any addition to or change in the Code or
in the regulations issued thereunder, or
any federal or state securities law or
other law of regulation, which change
occurs after the Date of Grant and by
its terms applies to the Option; or (ii)
other than in the circumstances
described in clause (i), with the
consent of Grantee.
10. Notice.
Any notice to the Company provided for
in this instrument shall be addressed to
it in care of its Secretary at its
executive offices and any notice to
Grantee shall be addressed to Grantee at
the current address shown on the payroll
records of the Employer. Any notice
shall be deemed to be duly given if and
when properly addressed and posted by
registered or certified mail, postage
prepaid.
11. Incorporation of Plan by Reference.
The Option is granted pursuant to the
Plan, the terms and definitions of which
are incorporated herein by reference,
and the Option shall in all respects by
interpreted in accordance with the Plan.
12. Governing Law.
To the extent that federal law shall
not be held to have preempted local law,
this Option shall be governed by the
laws of the State of Delaware. If any
provision of the Option shall be held
invalid or unenforceable, the remaining
provisions hereof shall continue in full
force and effect.
IN WITNESS WHEREOF, the Company has caused its duly authorized officer
to execute this Grant of Nonqualified Stock Option, and Grantee has placed
his or her signature hereon, effective as of the Date of Grant.
NRG Generating (U.S.) Inc.
By:
Its: President and CEO:
GRANTEE
Signature____________________________
Name:
Address: