NRG Energy, Inc. CEO and CFO Compensation Table for 2007 GrantsUnder the Amended and Restated Long-Term IncentivePlan(1) Non- 2007 Annual Incentive Plan Restricted Qualified Name and 2007 Base Design Stock Stock PerformanceTitle Salary Target Maximum Units(4) Options(5) Units(6)David Crane,President and ChiefExecutive Officer $ 1,000,000 100%(2) 200%(2) 13,600 110,400 26,400 Robert C.Flexon, ExecutiveVice President andChief FinancialOfficer $ 550,000 75%(3) 150%(3) 3,600 29,500 7,100

EX-10.1 2 y28006exv10w1.htm EX-10.1: CEO AND CFO COMPENSATION TABLE FOR 2007 EX-10.1

Exhibit 10.1

NRG Energy, Inc.
CEO and CFO Compensation Table for 2007

Grants Under the Amended and
Restated Long-Term Incentive Plan⁽¹⁾

Non-

2007 Annual Incentive Plan

Restricted

Qualified

Name and

2007 Base

Design

Stock

Performance

Title

Salary

Target

Maximum

Units ⁽⁴⁾

Options⁽⁵⁾

Units⁽⁶⁾

David Crane, President and Chief Executive Officer

1,000,000

100

%⁽²⁾

200

%⁽²⁾

13,600

110,400

26,400

Robert C. Flexon, Executive Vice President and Chief Financial Officer

550,000

%⁽³⁾

150

%⁽³⁾

3,600

29,500

7,100


(1)		The grant date for each award will be January 2, 2007.

(2)		For fiscal 2007, Mr. Crane’s target incentive for annual incentive compensation will be 100% of base salary with a maximum opportunity of 200% of base salary. Incentive components for Mr. Crane include targets based on NRG’s free cash flow and EBITDA in 2007, as well other relevant operating performance objectives.

(3)		For fiscal 2007, Mr. Flexon’s target incentive for annual incentive compensation will be 75% of base salary with a maximum opportunity of 150% of base salary. Incentive components for Mr. Flexon include targets based on NRG’s free cash flow and EBITDA in 2007, as well as other relevant operating performance objectives.

(4)		Each Restricted Stock Unit (“RSU”) is equivalent to one share of NRG’s common stock, par value $0.01. Messrs. Crane and Flexon will receive from NRG one such share of common stock for each RSU on January 2, 2010.

(5)		Non-Qualified Stock Options will vest and become exercisable as follows: 33 1/3% on January 2, 2008, 33 1/3% on January 2, 2009 and 33 1/3% on January 2, 2010. Stock options will expire six years from the date of grant.

(6)		Messrs. Crane and Flexon will be issued Performance Units (“PU’s”) by NRG under its Amended and Restated Long-Term Incentive Plan on January 2, 2007. Each PU represents the right to receive NRG common stock on January 2, 2010 if the average closing price of NRG’s common stock for the ten trading days prior to January 2, 2010 (the “Measurement Price”) is equal to or greater than a price determined on the basis of a 12% appreciation of the closing share price on January 2, 2007 compounded annually (“cost of equity”) for each of the three years during the performance period, which is January 2, 2007 to January 2, 2010 (the “Target Price”). The payout for each PU will be equal to: (i) one share of common stock, if the Measurement Price equals the Target Price; (ii) a prorated amount in between one and two shares of common stock, if the Measurement Price is greater than the Target Price but less than a price determined on the basis of an 18% cost of equity for each of the three years during the performance period (the “Maximum Price”); and (iii) two shares of common stock, if the Measurement Price is equal to or greater than the Maximum Price.