Exhibit 10.31.4
NRG GENERATING (U.S.) INC.
1996 STOCK OPTION PLAN
GRANT OF NONEMPLOYEE DIRECTOR
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 a director of
the Company who is not 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 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) When the Grantee ceases to be a
director of 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 Grantee's
service as a director of the Company
ceases by reason of Disability or death
or otherwise as follows. If the Grantee
ceases to be a director of the Company
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. In
no event, however, shall any such period
extend beyond the Option Term. If the
Participant's service as a director of
the Company terminates for any other
reason prior to the exercise of all
portions of the Option, the Participant
shall have the right within three (3)
months of his Separation Date, but not
beyond the expiration date of the
Option, to exercise such unexercised
portions of the Option.
(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) 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, or (ii) engage in conduct
that would warrant Grantee's removal 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. 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.
9. 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 address below. Any notice shall be
deemed to be duly given if and when
properly addressed and posted by
registered or certified mail, postage
prepaid.
10. 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.
11. 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: