EMPLOYMENT AGREEMENT





                  This EMPLOYMENT AGREEMENT (this "Agreement") is entered into

on July 15, 2002, but is effective as of July 29, 2002 (the "Effective Date"),

by and among RELIANT ENERGY, INCORPORATED, a Texas corporation ("REI" herein),

RELIANT RESOURCES, INC., a Delaware corporation and a majority owned subsidiary

of REI ("RRI" herein) and MARK M. JACOBS ("Executive").



                                  WITNESSETH:



                  WHEREAS, REI and RRI desire to secure the experience,

abilities and service of Executive by employing Executive upon the terms and

conditions specified herein; and



                  WHEREAS, Executive is willing to enter into this Agreement

upon the terms and conditions specified herein;



                  NOW, THEREFORE, in consideration of the premises, the terms

and provisions set forth herein, the mutual benefits to be gained by the

performance thereof and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto agree as

follows:



                  SECTION 1. Employment.



                  A. Duties and Authority. For purposes of this Agreement, (1)

the term "CEO" means the Chief Executive Officer of REI prior to the

Distribution (as such term is hereafter defined), and such term means the Chief

Executive Office of RRI from and after the Distribution, and (2) the term

"Company" means REI and RRI collectively prior to the Distribution, and such

term means RRI after the Distribution (except as provided in Section 6.D.).

During the Term, as defined in Section 2, REI and RRI agree to employ Executive

in the capacity of Executive Vice President and Chief Financial Officer of REI

and RRI, and Executive hereby accepts such employment, all upon the terms and

conditions set forth herein. Executive shall perform such duties and

responsibilities consistent with his title and shall be assigned by the CEO. The

Executive, in carrying out his duties under this Agreement, shall only report to

the CEO. Effective as of the distribution by REI to the holders of its common

stock of all of the shares of the common stock, par value $0.001 per share, of

RRI it then owns (the "Distribution"), Executive shall relinquish his duties as

Executive Vice President and Chief Financial Officer of REI and shall serve

solely in the capacity of Executive Vice President and Chief Financial Officer

of RRI, and references in this Agreement to employment of Executive by the

Company and similar references shall mean employment of Executive solely by RRI.

At the time of the Distribution, Executive hereby agrees to release REI from any

and all obligations it has under this Agreement and look solely to RRI for the

performance hereof (except to the extent Executive retains an equity-based or

incentive award relating to REI or its common stock).





                                      -1-

<PAGE>





                  B. Full-Time Duties. During the Term, and excluding any

periods of vacation or sick leave to which Executive is entitled, Executive

agrees to devote his full attention and time, during normal business hours, to

the business and affairs of the Company and, to the extent necessary to

discharge the responsibilities assigned to Executive hereunder, to use

Executive's reasonable best efforts to perform faithfully and efficiently such

responsibilities. Notwithstanding anything herein to the contrary, Executive

shall be allowed to (a) manage Executive's personal investments and affairs and

(b)(i) serve on boards or committees of civic or charitable organizations or

trade associations and (ii) with the prior approval of the CEO, serve on the

board of directors of any corporation or as an advisory director of any

corporation; provided that such activities do not materially interfere with the

proper performance of his duties and responsibilities specified in Section 1.A.

No such activities will be deemed to materially interfere with Executive's

duties until he has received written notice from the Company specifying the

interference in reasonable detail and given a reasonable opportunity to cure the

same.



                  SECTION 2. Term. Subject to the terms and conditions of this

Agreement, Executive shall be employed by the Company commencing on the

Effective Date. Executive's employment pursuant to the terms of this Agreement

shall terminate on the close of business on July 31, 2005 (the "Term"), unless

sooner terminated pursuant to Section 4 of this Agreement, and Executive shall

thereafter serve as an employee at will in the discretion of the Company.

Notwithstanding the foregoing, Executive's rights to benefits and payments,

including option exerciseability, as more fully described in Sections 3.D.1.,

3.D.2., 3.D.3., and the provisions of Sections 5 and 6 shall survive Executive's

termination of employment pursuant to the Agreement or otherwise.



                  SECTION 3. Compensation.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC