1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Non-Qualified Stock Options
|
03/02/2005(4)
|
03/02/2014(4)
|
Comon stock, par value .01 per share
|
16,000
|
$
19.9
|
D
|
Â
|
Non-Qualified Stock Options
|
08/01/2006(5)
|
08/01/2011(6)
|
Common stock, par value .01 per share
|
7,000
|
$
38.8
|
D
|
Â
|
Non-Qualified Stock Options
|
01/03/2007(7)
|
01/03/2012(6)
|
Common stock, par value .01 per share
|
11,000
|
$
47.95
|
D
|
Â
|
Performance Units
|
08/01/2008 |
08/01/2008 |
Common stock, par value .01 per share
|
4,000
|
$
(8)
|
D
|
Â
|
Performance Units
|
01/03/2009 |
01/03/2009 |
Common stock, par value .01 per share
|
5,000
|
$
(9)
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
Represents the following securities issued to Ms. Wilson by NRG Energy, Inc. under NRG's Long Term Incentive Plan: (i) 4,400 Restricted Stock Units ("RSUs") issued on March 2, 2004; (ii) 1,000 RSUs issued on August 1, 2005; (iii) 1,300 RSUs issued on January 3, 2006; and (iv) 2,362 Deferred Stock Units issued on March 14, 2005. |
(2) |
Each RSU is equivalent in value to one share of NRG's Common Stock, par value $0.01. Ms. Wilson will receive from NRG one such share of Common Stock for each RSU as follows: (i) 4,400 shares on March 2, 2007; (ii) 1,000 shares on August 1, 2008; (iii) 1,300 shares on January 3, 2009. |
(3) |
On March 14, 2005, Ms. Wilson was issued 2,362 Deferred Stock Units ("DSU's") by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan. Each DSU is equivalent in value to one share of NRG's Common Stock, par value $0.01. Ms. Wilson will receive from NRG Energy, Inc. one such share of Common Stock for each DSU she owns six months from the date of her termination with NRG Energy, Inc. |
(4) |
Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Ms. Wilson, the Stock Options will vest and become exercisable as follows: 33 1/3% on March 2, 2005, 33 1/3% on March 2, 2006 and 33 1/3% on March 2, 2007. These stock options expire ten years from the date of the grant. |
(5) |
Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Ms. Wilson, the Stock Options will vest and become exercisable as follows: 33 1/3% on August 1, 2006, 33 1/3% on August 1, 2007 and 33 1/3% on August 1, 2008. |
(6) |
Stock options expire six years from the date of the grant. |
(7) |
Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Ms. Wilson, the Stock Options will vest and become exercisable as follows: 33 1/3% on January 3, 2007, 33 1/3% on January 3, 2008 and 33 1/3% on January 3, 2009. |
(8) |
Ms. Wilson was issued 2,000 Performance Units by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan on August 1, 2005. Each Performance Unit will be paid out on August 1, 2008 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to August 1, 2008 (the "Measurement Price") is equal to or greater than $54.50 (the "Target Price"). The payout for each Performance Unit 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 $63.75 (the "Maximum Price"); and (iii) two shares of Common Stock, if the Measurement Price is equal to or greater than the Maximum Price. |
(9) |
Ms. Wilson was issued 2,500 Performance Units by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan on January 3, 2006. Each Performance Unit will be paid out on January 3, 2009 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to January 3, 2009 (the "Measurement Price") is equal to or greater than $67.37 (the "Target Price"). The payout for each Performance Unit 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 $79.49 (the "Maximum Price"); and (iii) two shares of Common Stock, if the Measurement Price is equal to or greater than the Maximum Price. |