Exhibit 10.31.2
NRG GENERATING (U.S.) INC.
1996 STOCK OPTION PLAN
GRANT OF INCENTIVE 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 _____________________ ("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"), and the shareholders of the Company approved the Plan on
, 1996;
WHEREAS, the Plan provides for the granting of Incentive Stock Options
by the Board to directors, officers and key employees of the Company
(excluding officers and directors who are not employees) 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 Incentive Stock Options under the Plan, and has determined
that it would be in the best interest of the Company to grant the Incentive
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, its Fair Market Value
as of the Date of Grant. 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, an Incentive Stock Option under Code Section 422.
2. Installment Exercise.
Subject to such further limitations as are provided herein, the Option
shall become exercisable in three (3) installments, ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇, 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 ▇▇▇▇▇, 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 ▇▇▇▇▇▇▇'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 ▇▇▇▇▇▇▇'s
employment is by reason of retirement, Disability or death or otherwise as
follows. Upon a termination of ▇▇▇▇▇▇▇'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. In
the event of any other termination, the Option may be exercised within the
three-month period following the date of retirement, but only to the extent
that the Option was outstanding and exercisable upon the date of such
retirement. In no event, however, shall any such period extend beyond the
Option Term.
(c) In the event of ▇▇▇▇▇▇▇'s death, the Option may be exercised by
▇▇▇▇▇▇▇'s legal representative(s) as and to the extent that the Option
would otherwise have been exercisable by ▇▇▇▇▇▇▇, subject to the provisions
of Section 3(b) hereof.
(d) A transfer of ▇▇▇▇▇▇▇'s employment between the Company and its
Parents or Subsidiaries shall not be deemed to be a termination of
▇▇▇▇▇▇▇'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 ▇▇▇▇▇▇▇'s discharge for cause
(excluding general dissatisfaction with the performance of ▇▇▇▇▇▇▇'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 [insert alternative payment
provisions if desired]. On the exercise date specified in ▇▇▇▇▇▇▇'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, ▇▇▇▇▇▇▇'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. Fair Market Value.
As used herein, the term "Fair Market Value" shall mean:
(a) If the Common Stock is listed on any established stock exchange or a
national market system, including, without limitation, the Nasdaq National
Market, its fair market value shall be the closing selling price for such
stock on the principal securities exchange or national market system on
which the Common Stock is at the time listed for trading. If there are no
sales of Common Stock on that date, then the closing selling price for the
Common Stock on the next preceding day for which such closing selling price
is quoted shall be determinative of fair market value; or,
(b) If the Common Stock is not traded on an exchange or a national market
system, its fair market value shall be determined in good faith by the
Board, and such determination shall be conclusive and binding on all
persons.
In no event shall the Fair Market Value equal less than the par value of
the Common Stock.
7. 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.
8. Non-Transferability of Option.
During ▇▇▇▇▇▇▇'s lifetime, this Option shall be exercisable only by
Grantee or his or her guardian or legal representative.
9. Employment Not Affected.
The grant of the Option hereunder shall not be construed as conferring on
Grantee any right to continued employment, and ▇▇▇▇▇▇▇'s employment may be
terminated without regard to the effect which such action might have upon
him as a holder of this Option.
10. 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.
11. 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.
12. 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.
13. 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 Incentive Stock Option, and ▇▇▇▇▇▇▇ has placed his
or her signature hereon, effective as of the Date of ▇▇▇▇▇.
NRG Generating (U.S.) Inc.
By:
GRANTEE
Signature
Name:
(Print)
Address: