Exhibit 10.1
LONG-TERM INCENTIVE PLAN OF
CENTERPOINT ENERGY, INC.
PERFORMANCE SHARE AWARD AGREEMENT
2008 – 2010 PERFORMANCE CYCLE
Pursuant to this Award Agreement, CenterPoint Energy, Inc.(the
“Company”) hereby grants to «FIRST_NAME»
«LAST_NAME» (the “Participant”), an
employee of the Company, target 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 Goals over the course of the 2008
– 2010 Performance Cycle pursuant to the Plan, and subject to
the following terms and conditions:
1.
Relationship to the Plan; Definitions. This grant of Target
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:
“Achievement
Percentage” means the percentage of achievement
determined by the Committee at the end of the Performance Cycle in
accordance with Section 3 that reflects the extent to which
the Company achieved the Performance Goals during the Performance
Cycle applicable to this Award Agreement.
“Change in Control Closing
Date” means the date a Change in Control is
consummated.
“Disability”
means (i) disability within the meaning of Treasury Regulation
§ 1.409A-3(i)(4) (or any successor regulation) and
(ii) the Participant is both eligible for and in receipt of
benefits under the Company’s long-term disability plan.
“Employment”
means employment with the Company or any of its Subsidiaries.
“Performance
Cycle” means the period from January 1, 2008 to
December 31, 2010.
“Performance
Goals” means the standards established by the Committee
to determine in whole or in part whether the Target Performance
Shares shall be earned, which are attached hereto and made a part
hereof for all purposes.
“Performance
Shares” means the shares of Common Stock potentially
deliverable to the Participant pursuant to this Award
Agreement.
«FIRST_NAME» «LAST_NAME»
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“Retirement”
means Separation from Service on or after attainment of age 55 and
with at least five years of service with the Company.
“Retirement
Eligible” means the Participant (i) is age 55 or
older and (ii) has at least five years of service with the
Company on or after the commencement of the first year of the
Performance Cycle, but prior to the commencement of the last year
of the Performance Cycle.
“Section 409A” means Code Section 409A
and the Treasury regulations and guidance issued thereunder.
“Separation from
Service” means separation from service with the Company
and all its Subsidiaries within the meaning of Treasury Regulation
§ 1.409A-1(h) (or any successor regulation).
“Specified
Employee” has the meaning of that term under Code Section
409A(a)(2)(B)(i).
“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 Performance Cycle if the
Company attains an Achievement Percentage of 100%.
“Vested Performance
Shares” means the shares of Common Stock awarded to the
Participant following the 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 Goals for the Performance Cycle
pursuant to Section 3.
2.
Establishment of Target Performance 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 Goals established for the
Performance Cycle are attached hereto and made a part hereof for
all purposes. Except as otherwise provided in Sections 4(b) and 5,
the number of Performance Shares awarded to the Participant shall
be the product of the number of Target Performance Shares and the
Achievement Percentage that is based upon the Committee’s
determination of whether and to what extent the Performance Goals
have been achieved during the Performance Cycle.
No
later than 60 days after the close of the Performance Cycle,
the Committee shall determine the extent to which each Performance
Goal has been achieved. If the Company has performed at or above
the threshold level of achievement for a Performance Goal, the
Achievement Percentage shall be between 50% and 150%, with a target
level of achievement resulting in an Achievement Percentage of
100%. In no event shall the Achievement Percentage exceed 150%. The
combined level of achievement is the sum of the weighted
achievements of the Performance Goals as approved by the Committee.
Upon completing its determination of the level at which the
«FIRST_NAME» «LAST_NAME»
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