LONG-TERM INCENTIVE PLAN OF
CENTERPOINT ENERGY, INC.
PERFORMANCE SHARE AWARD
AGREEMENT
20XX — 20XX 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, «PBRS» 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 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 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.
“Disability” means that 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 Goals” means the standards
established by the Committee to determine in whole or in part
whether the 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 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.
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“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 Goals for the 20XX — 20XX
Performance Cycle pursuant to Section 3.
2. Establishment of 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 20XX — 20XX 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
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 Company achieves the Performance Goals during the 20XX
— 20XX Performance Cycle.
As
soon as practicable after the close of the 20XX — 20XX
Performance Cycle, the Committee shall determine the extent to
which the Company has achieved each Performance Goal. 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 Performance Goals have been
achieved, the Committee shall notify the Participant of the number
of Vested Performance Shares that will be issued to the Participant
pursuant to Section 6.
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