* |
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) |
Includes 10,973 Restricted Stock Units ("RSUs") issued to Mr. Callen by NRG Energy, Inc. under NRG's Long Term Incentive Plan ("LTIP") and 362 dividend equivalent rights ("DERs"). Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. Upon vesting of the RSUs, Mr. Callen will receive from NRG the following: (i) 2,300 shares issued on January 2, 2016; (ii) 3,279 shares issued on January 2, 2017; and (iii) 5,394 shares issued on January 2, 2018. Each DER will accrue on Mr. Callen's RSUs or MSUs and will become exercisable proportionately with the RSUs or MSUs to which they relate and can only be settled in NRG common stock. Each DER is the economic equivalent to one share of NRG common stock. |
(2) |
Mr. Callen was issued 3,900 Market Stock Units ("MSUs") by NRG under the LTIP on January 2, 2013. The MSUs will convert to shares of NRG Common Stock on January 2, 2016 only in the event the Company has achieved a certain level of total shareholder return ("TSR"). TSR will consist of the average of the closing price of NRG's Common Stock on January 2, 2016 and the nineteen preceding trading days and any dividends paid since the grant date as determined by the Compensation Committee. |
(3) |
Mr. Callen will receive a maximum of 7,800 shares of Common Stock if the Company has achieved a 100% increase in TSR since the grant date (the "Maximum"); 3,900 shares of Common Stock if there is no change in TSR since the grant date (the "Target"); or 1,950 shares of Common Stock if there is a 50% decrease in TSR since the grant date (the "Threshold"). Mr. Callen will not receive any shares of Common Stock if TSR has decreased by more than 50% since the grant date. The number of shares of Common Stock that Mr. Callen may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels. |