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EXHIBIT 10.3
CENTERPOINT ENERGY, INC.
LONG-TERM INCENTIVE PLAN
PERFORMANCE SHARE AWARD
20XX - 20XX PERFORMANCE CYCLE
Pursuant to this Award Agreement, CENTERPOINT ENERGY, INC. (the
"Company") hereby grants to [NAME] (the
"Participant"), an employee of the
Company, [NUMBER] performance shares of
Common Stock (the "Target Performance
Shares"), such number of shares being
subject to adjustment as provided in
Section 14 of the Long-Term Incentive Plan
of CenterPoint Energy, Inc. (the
"Plan"), conditioned upon the Company's
achievement of the Performance
Objectives over the course of the 20XX -
20XX Performance Cycle pursuant to the
Plan, and subject to the following terms
and conditions:
1. RELATIONSHIP TO THE PLAN; DEFINITIONS.
This grant of Performance Shares is subject to all of the
terms,
conditions and provisions of the Plan and
administrative interpretations
thereunder, if any, which have been adopted
by the Committee and are in effect
on the date hereof. Except as defined
herein, capitalized terms shall have the
same meanings ascribed to them under the
Plan. To the extent that any provision
of this Award Agreement conflicts with the
express terms of the Plan, it is
hereby acknowledged and agreed that the
terms of the Plan shall control and, if
necessary, the applicable provisions of
this Award Agreement shall be hereby
deemed amended so as to carry out the
purpose and intent of the Plan. References
to the Participant herein also include the
heirs or other legal representatives
of the Participant. For purposes of this
Award Agreement:
"20XX - 20XX PERFORMANCE CYCLE" means the period from January
1,
20XX to
December 31, 20XX.
"ACHIEVEMENT PERCENTAGE" means the percentage of achievement
determined
by the Committee in accordance with Section 3 that reflects the
extent to
which the Company achieved the Performance Objectives during
the
performance cycle applicable to this Award Agreement.
"DISABILITY" means a physical or mental impairment of
sufficient
severity
such that the Participant is both eligible for and in receipt
of
benefits
under the long-term disability provisions of the Company's
benefit
plans.
"EMPLOYMENT" means employment with the Company or any of its
Subsidiaries.
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"PERFORMANCE OBJECTIVES" means the standards established by the
Committee
to determine whether and to what extent the Participant's right
to
Performance Shares shall vest, which are attached hereto and made
a
part
hereof for all purposes.
"PERFORMANCE SHARES" means the shares of Common Stock
potentially
deliverable to Participant pursuant to this Award Agreement.
"RETIREMENT" means termination of Employment on or after
attainment
of age 55
and with at least five years of service with the Company.
"TARGET PERFORMANCE SHARES" means the actual number of
Performance
Shares
initially granted to the Participant pursuant to this Award
Agreement,
with such number of Performance Shares to be awarded to the
Participant at the close of the 20XX - 20XX Performance Cycle if
the
Company
attains an Achievement Percentage of 100%.
"VESTED PERFORMANCE SHARES" means the shares of Common Stock
awarded
to
Participant following Participant's satisfaction of the vesting
provisions
of Section 4 and, if applicable, the determination by the
Committee
of the extent to which the Company has achieved the Performance
Objectives for
the 20XX - 20XX Performance Cycle pursuant to Section 3.
2. ESTABLISHMENT OF RESTRICTED SHARE ACCOUNT. The grant of
Target
Performance Shares pursuant to this Award
Agreement shall be implemented by a
credit to a bookkeeping account maintained
by the Company evidencing the accrual
in favor of the Participant of the unfunded
and unsecured right to receive
shares of Common Stock of the Company,
which right shall be subject to the
terms, conditions and restrictions set
forth in the Plan and to the further
terms, conditions and restrictions set
forth in this Award Agreement.
3. AWARD OPPORTUNITY. The Performance Objectives established for
the
20XX - 20XX Performance Cycle are attached
hereto and made a part hereof for all
purposes. Except as otherwise provided in
Sections 4 and 5, the number of
Performance Shares awarded to Participant
shall be the product of the number of
Target Perform
