NRG Energy (NRG)

1.2   Definitions

        Unless the context clearly indicates otherwise, the following terms have the meaning set forth below:

        Board of Directors or Board shall mean the Board of Directors of the Company.

        Code shall mean the Internal Revenue Code of 1986, as amended from time to time, together with any applicable regulations issued thereunder.

        Committee shall mean the committee of officers established by the Board to administer the Plan, which Committee shall administer the Plan as provided in Section 1.3 hereof.

        Common Stock shall mean shares of the common stock, par value $0.01 per share, of the Company.

        Company shall mean NRG Energy, Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation.

        Compensations shall mean the fixed salary or base wage paid by the Company to an Employee as reported by the Company to the United States government (or other applicable government) for income tax purposes, including an Employee's portion of salary deferral contributions pursuant to Section 401(k) of the Code and any amount excludable pursuant to Section 125 of the Code, but excluding any bonus, fee, overtime pay, severance pay, expenses, stock option or other equity incentive income, or other special emolument or any credit or benefit under any employee plan maintained by the Company.

        Continuous Service shall mean the period of time, uninterrupted by a termination of employment (other than a termination as a result of a transfer of employment among the Parent, the Company or a Designated Subsidiary), that an Employee has been employed by the Company, a Designated Subsidiary or the Parent (or any combination of the foregoing) immediately preceding an Offering Date. Such period of time shall include any approved leave of absence.

        Designated Subsidiary shall mean any subsidiary of the Company that has been designated by the Committee to participate in the Plan.

        Employee shall mean any full-time or part-time employee of the Company or a Designated Subsidiary who customarily works for the Company or Designated Subsidiary, as the case may be, for a minimum of seventeen and one-half hours per week.

        Exercise Date shall mean June 30 and December 31 of each Plan Year, or such other date(s) as determined by the Committee.

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        Fair Market Value of a share of Common Stock shall be the last price of the Common Stock on the applicable date as reported by the Wall Street Journal, or, if no such price is reported for that day, on the last preceding day for which such price is reported, or such other reasonable method of determining fair market value as the Committee shall adopt.

        Offering Date shall mean January 1 and July 1 of each Plan Year, or such other date(s) as determined by the Committee.

        Option Period or Period shall mean the period beginning on an Offering Date and ending on the next succeeding Exercise Date, or such other period as determined by the Committee.

        Option Price shall mean the purchase price of a share of Common Stock hereunder as provided in Section 3.1 hereof.

        Parent shall mean any corporation in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock of one of the other corporations in such chain.

        Participant shall mean any Employee who (i) is eligible to participate in the Plan under Section 2.1 hereof and (ii) elects to participate.

        Plan shall mean the Company's Employee Stock Purchase Plan, as the same may be amended from time to time.

        Plan Account or Account shall mean an account established and maintained in the name of each participant.

        Plan Manager shall mean any Employee appointed pursuant to Section 1.3 hereof.

        Plan Year shall mean the twelve (12) month period beginning January 1 and ending on the following December 31.

        Stock Purchase Agreement shall mean the form prescribed by the Committee or the Company which must be completed and executed by an Employee who elects to participate in the Plan.