Common use of Performance Units Earned Clause in Contracts

Performance Units Earned. The actual number of Performance Units awarded to you under this Agreement, if any, shall be calculated by the Committee at the end of the Performance Period and shall be based on the Company’s attained Achievement Level for the Performance Period. If you remain a full-time employee of a System Company (as defined in the Plan) for the remainder of the Performance Period and at your current System Management Level, you will earn Performance Units as follows: “No Payment” Achievement Level 0% -0- Performance Units “Minimum” Achievement Level 25% ----- Performance Units “Target” Achievement Level 100% ----- Performance Units “Maximum” Achievement Level 200% ----- Performance Units For Achievement Levels between Minimum and Target and between Target and Maximum, Performance Unit awards will be interpolated. Payouts will be rounded to the nearest unit. In no case, however, can payout exceed the maximum of 200% of Target. Except as otherwise provided under this Agreement, you must maintain your current System Management Level and be a full-time employee of a System Company at the end of the Performance Period in order to earn the Performance Units. For purposes of this Agreement, you will continue to be treated as a full-time employee of a System Company while you are on an approved leave of absence. If you have completed a minimum of twelve months of full-time employment at an eligible System Management Level during the Performance Period and you Retire, you will be eligible for a prorated portion of the applicable Achievement Level of Performance Units, based on your full months of participation and your System Management Level(s) during the Performance Period. If you become Totally Disabled or die during the Performance Period, you (or your heirs) will be eligible for a prorated portion of the applicable Achievement Level of Performance Units, based on your full months of full-time employment and your eligible System Management Level(s) during the Performance Period. Please also note that, while you are only required to either remain employed through the end of the Performance Period or meet the requirements for a pro-rated payout, you are not entitled to receipt of, and do not vest in, any Performance Units and/or any dividends that have accrued on those units unless and until the Personnel Committee has certified the Achievement Level after the close of the Performance Period. If you remain at an eligible System Management Level, but your System Management Level changes during the Performance Period, the number of Performance Units, if any, awarded to you will be prorated to reflect the number of full months you earned Performance Units at each System Management Level. If any change to a new System Management Level is effective on a date other than the first day of a calendar month, the number of Performance Units, if any, awarded to you with respect to the transition month will be calculated (i.e., prorated) based on your prior System Management Level. If you are demoted below an eligible System Management Level during the Performance Period, but remain employed on a regular full-time basis by a System Company for the duration of the Performance Period, the number of Performance Units, if any, awarded to you will be prorated to reflect only the number of full months you earned Performance Units at an eligible System Management Level.

Performance Units Earned. The actual number of Performance Units performance units awarded to you under this Agreement, if anyany (the “Performance Units”), shall be calculated by the Committee at the end of the Performance Period and shall be based on by multiplying the Target Performance Units by the percentage of the Company’s attained Total Achievement Level for Level, determined as described in Section 2. Unless otherwise provided in the Plan or this Agreement, to earn Performance Period. If Units you must (i) remain a full-time employee of a System Company (as defined in the Plan) for the remainder of the entire Performance Period and at your current Period, (ii) maintain a System Management Level (“ML”) 1-4 role (an “Eligible Role”), resulting in an award opportunity dependent on your specific ML role (“Eligibility Level, you will earn Performance Units as follows: “No Payment” Achievement Level 0% -0- Performance Units “Minimum” Achievement Level 25% ----- Performance Units “Target” Achievement Level 100% ----- Performance Units “Maximum” Achievement Level 200% ----- Performance Units For Achievement Levels between Minimum ”); and Target and between Target and Maximum, Performance Unit awards will be interpolated. Payouts will be rounded to the nearest unit. In no case, however, can payout exceed the maximum (iii) comply with Section 10 of 200% of Targetthis Agreement. Except as otherwise provided below for an employee on an extended leave of absence bridge to retirement under this Agreementan approved severance program under the Entergy System Severance Pay Plan No. 537 or the Entergy System Severance Pay Plan No. 538, if you must maintain are approved by your current System Management Level and be Company employer for a fullleave of absence (whether paid or unpaid) for reasons other than Disability or you are a continuous part-time employee of a regular System Company at employee participating in the end of phased retirement program under the Performance Period in order to earn Entergy System Policies & Procedures Phased Retirement – Pre-Separation Policy (the Performance Units. For purposes of this Agreement“Phased Retirement Program”), you will continue to be treated for purposes of the Plan and this Agreement as a full-time employee of a System Company while you are on an such approved leave of absenceabsence or during such participation in the Phased Retirement Program, as applicable. If you are on an extended leave of absence bridge to retirement under an approved severance program offered pursuant to Entergy System Severance Pay Plan No. 537 or Entergy System Severance Pay Plan No. 538, you will not be considered under the Plan or this Agreement to be a full-time employee during the extended leave of absence bridge period or a part-time System Company employee under the Phased Retirement Program during the extended leave of absence bridge period, and your System Company employment will be considered terminated for purposes of vesting in Awards under this Agreement as of the commencement of your extended leave of absence bridge period. If you have completed a minimum of twelve months of full-time employment at in an eligible System Management Level Eligible Role during the Performance Period and you Retire, you will be eligible for a prorated portion of the applicable Achievement Level of Performance Units, based on your full months of participation and your System Management Eligibility Level(s) during the Performance Period. For purposes of the preceding sentence, you will have “Retired” if you incur a separation from service with all System Companies and at the time of such separation from service, either (A) you are eligible to commence retirement benefits under a System Company-sponsored qualified final average pay defined benefit pension plan or (B) you have attained age 65 or have attained age 55 with at least ten (10) years of service with System Companies that is considered vesting service under the System Company-sponsored qualified defined benefit pension plan in which you actively participate or, if none, the System Company-sponsored qualified defined contribution pension plan in which you actively participate. If your employment terminates due to your incurring a Disability or you become Totally Disabled or die during the Performance Period, you (or your Beneficiary or heirs) will be eligible for a prorated portion of the applicable Achievement Level of Performance Units, based on your full months of full-time employment prior to your Disability or death and your eligible System Management Eligibility Level(s) during the Performance Period. Please also note thatNotwithstanding anything to the contrary herein, while you are only required to either remain employed through the end of if, during the Performance Period (x) your employment is terminated for Cause or meet (y) the requirements for a pro-rated payoutCommittee or its delegee determines that you engaged in an activity that would constitute Cause, then you shall not be entitled to receive any Performance Units pursuant to this Agreement. Regardless of eligibility, you are shall not be entitled to receipt of, and do not of nor vest in, in any Performance Units and/or any dividends that have accrued on those units any Performance Units unless and until the Personnel Talent and Compensation Committee has certified the Achievement Level after the close of the Performance Period. If you remain at an eligible System Management Level, but your System Management Level changes are promoted during the Performance Period, then the number of Target Performance Units set forth on the Grant Notice shall be adjusted (but not downward) to reflect the number of full months during the Performance Period for which you were eligible hereunder in each Eligibility Level, and the number of Performance Units, if any, awarded to you will be prorated to reflect the number of full months you earned Performance Units at each System Management Eligibility Level. If you are demoted during the Performance Period, but you remain in an Eligible Role following such demotion, then the number of Target Performance Units set forth on the Grant Notice shall be adjusted (but not upward ) to reflect the number of full months during the Performance Period for which you were eligible hereunder in each Eligibility Level, and the number of Performance Units, if any, awarded to you will be prorated to reflect the number of full months you earned Performance Units at each Eligibility Level. If any change to a new System Management an Eligibility Level is effective on a date other than the first day of a calendar month, the number of Performance Units, if any, awarded to you with respect to the transition month in accordance with this Section 3 will be calculated (i.e., prorated) determined based on your prior System Management Eligibility Level. If you are demoted below to a position that is not an eligible System Management Level Eligible Role or you are otherwise no longer in an Eligible Role during the Performance Period, but remain employed on a regular full-time basis by a System Company for the duration of the Performance Period, the number of Performance Units, if any, awarded to you will be prorated to reflect only the number of full months you earned Performance Units at in an eligible System Management LevelEligible Role in accordance with your Eligibility Level(s).

Performance Units Earned. The actual number of Performance Units performance units awarded to you under this Agreement, if anyany (the “Performance Units”), shall be calculated by the Committee at the end of the Performance Period and shall be based on by multiplying the Target Performance Units by the percentage of the Company’s attained Achievement Level for the Performance Period. If you remain Level, determined as outlined above in each case subject to your remaining a full-time employee of a System Company (as defined in the Plan) for the remainder of the Performance Period and at your current System Management Level, you will earn Performance Units as follows: Level (“No Payment” Achievement Level 0% -0- Performance Units “Minimum” Achievement Level 25% ----- Performance Units “Target” Achievement Level 100% ----- Performance Units “Maximum” Achievement Level 200% ----- Performance Units For Achievement Levels between Minimum and Target and between Target and Maximum, Performance Unit awards will be interpolated. Payouts will be rounded to the nearest unit. In no case, however, can payout exceed the maximum of 200% of TargetML”). Except as otherwise provided under the Plan or this Agreement, you must maintain your current System Management Level ML and be a full-time employee of a System Company at through the end of the Performance Period in order to earn the Performance Units. For purposes Except as provided below for an employee on an extended leave of this Agreementabsence bridge to retirement under an approved severance program under the Entergy System Severance Pay Plan No. 537 or the Entergy System Severance Pay Plan No. 538, if you are approved by your System Company employer for a leave of absence (whether paid or unpaid) for reasons other than Total Disability, you will continue to be treated as a full-time employee of a System Company while you are on an such approved leave of absenceabsence for purposes of the Plan and this Agreement. If Employees on an extended leave of absence bridge to retirement under an approved severance program offered pursuant to Entergy System Severance Pay Plan No. 537 or Entergy System Severance Pay Plan No. 538 shall not be considered under the Plan or this Agreement as full-time employees during the extended leave of absence bridge period, and their System Company employment shall be considered terminated for purposes of vesting in Awards under the Plan and this Agreement as of the commencement of their extended leave of absence bridge period. Subject to Section 5.6(e) of the Plan, if you have completed a minimum of twelve months of full-time employment at an eligible System Management Level ML during the Performance Period and you Retire, you will be eligible for a prorated portion of the applicable Achievement Level of Performance Units, based on your full months of participation and your System Management Level(sML(s) during the Performance Period. If Subject to Section 5.6(e) of the Plan, if you become Totally Disabled or die during the Performance Period, you (or your Beneficiary or heirs) will be eligible for a prorated portion of the applicable Achievement Level of Performance Units, based on your full months of full-time employment prior to your Total Disability or death and your eligible System Management Level(sML(s) during the Performance Period. Please also note that, while you are only required to either remain employed through the end of the Performance Period or meet the requirements for a pro-rated payout, you are not entitled to receipt of, and do not vest in, any Performance Units and/or any dividends that have accrued on those units unless and until the Personnel Committee has certified the Achievement Level after the close of the Performance Period. If you remain at an eligible System Management LevelML, but your System Management Level ML changes during the Performance Period, the number of Target Performance Units set forth in this Agreement shall be adjusted to reflect the number of full months during the Performance Period for which you were eligible hereunder at each ML and the number of Performance Units, if any, awarded to you (a) if you are demoted to a new ML, will be prorated to reflect the number of full months you earned Performance Units at each System Management LevelML and (b) if you are promoted to a new ML, will be adjusted to reflect an additional number of Target Performance Units that may be earned hereunder in respect of the period during which you are employed at your new ML, which additional number of Target Performance Units will be set forth in a notice delivered to you by the Company as soon as practicable following such promotion. If any change to a new System Management Level ML is effective on a date other than the first day of a calendar month, the number of Performance Units, if any, awarded to you with respect to the transition month in accordance with this paragraph will be calculated (i.e., prorated) determined based on your prior System Management LevelML. If you are demoted below an eligible System Management Level ML during the Performance Period, but remain employed on a regular full-time basis by a System Company for the duration of the Performance Period, the number of Performance Units, if any, awarded to you will be prorated to reflect only the number of full months you earned Performance Units at an eligible System Management LevelML.

Performance Units Earned. The actual number of Performance Units awarded to you under this Agreement, if any, shall be calculated by the Committee at the end of the Performance Period and shall be based on the Company’s attained Achievement Level for the Performance Period. If you remain a full-time employee of a System Company (as defined in the Plan) for the remainder of the Performance Period and at your current System Management Level, you will earn Performance Units as followsaccording to the following percentages: “No Payment” Achievement Level 0% -0- Performance Units “Minimum” Achievement Level 25% ----- Performance Units “Target” Achievement Level 100% ----- Performance Units “Maximum” Achievement Level 200% ----- Performance Units For Achievement Levels between Minimum and Target and between Target and Maximum, Performance Unit awards will be interpolatedadjusted using interpolation. Payouts will be rounded to the nearest unit. In no case, however, can payout exceed the maximum of 200% of Target. Except as otherwise provided under the Plan or this Agreement, you must maintain your current System Management Level and be a full-time employee of a System Company at the end of the Performance Period in order to earn the Performance Units. For purposes Except as provided below for an employee on an extended leave of this Agreementabsence bridge to retirement under an approved severance program under the Entergy System Severance Pay Plan No. 537 or the Entergy System Severance Pay Plan for Officers and Directors (ML 1-5) Plan No. 538, if you are approved by your System Company employer for a leave of absence (whether paid or unpaid) for reasons other than Total Disability, you will continue to be treated as a full-time employee of a System Company while you are on an such approved leave of absenceabsence for purposes of the Plan and this Agreement. Employees on an extended leave of absence bridge to retirement under an approved severance program under the Entergy System Severance Pay Plan No. 537 or the Entergy System Severance Pay Plan for Officers and Directors (ML 1-5) Plan No. 538, shall not be considered under the Plan or this Agreement as full-time employees or part-time System Company employees under the Company’s Phased Retirement Program during the extended leave of absence bridge period, and their System Company employment shall be considered terminated for purposes of vesting in Awards under the Plan and this Agreement as of the commencement of their extended leave of absence bridge period. If you have completed a minimum of twelve months of full-time employment at an eligible System Management Level during the Performance Period and you Retire, you will be eligible for a prorated portion of the applicable Achievement Level of Performance Units, based on your full months of participation and your System Management Level(s) during the Performance Period. If you become Totally Disabled or die during the Performance Period, you (or your heirs) will be eligible for a prorated portion of the applicable Achievement Level of Performance Units, based on your full months of full-time employment and your eligible System Management Level(s) during the Performance Period. Please also note that, while you are only required to either remain employed through the end of the Performance Period or meet the requirements for a pro-rated payout, you are not entitled to receipt of, and do not vest in, any Performance Units and/or any dividends that have accrued on those units unless and until the Personnel Committee has certified the Achievement Level after the close of the Performance Period. If you remain at an eligible System Management Level, but your System Management Level changes during the Performance Period, the number of Performance Units, if any, awarded to you will be prorated to reflect the number of full months you earned Performance Units at each System Management Level. If any change to a new System Management Level is effective on a date other than the first day of a calendar month, the number of Performance Units, if any, awarded to you with respect to the transition month will be calculated (i.e., prorated) based on your prior System Management Level. If you are demoted below an eligible System Management Level during the Performance Period, but remain employed on a regular full-time basis by a System Company for the duration of the Performance Period, the number of Performance Units, if any, awarded to you will be prorated to reflect only the number of full months you earned Performance Units at an eligible System Management Level.

Performance Units Earned. The actual number of Performance Units awarded to you under this Agreement, if any, shall be calculated by the Committee at the end of the Performance Period and shall be based on the Company’s 's attained Achievement Level for the Performance Period. If you remain a full-time employee of a System Company (as defined in the Plan) for the remainder of the Performance Period and at your current System Management Level, you will earn Performance Units as follows: “"No Payment” " Achievement Level 0% -- -0- Performance Units “"Minimum” " Achievement Level 25% ----- -- Performance Units “"Target” " Achievement Level 100% ----- -- Performance Units “"Maximum” " Achievement Level 200% ----- -- Performance Units For Achievement Levels between Minimum and Target and between Target and Maximum, Performance Unit awards will be interpolated. Payouts will be rounded to the nearest unit. In no case, however, can payout exceed the maximum of 200% of Target. Except as otherwise provided under this Agreement, you must maintain your current System Management Level and be a full-time employee of a System Company at the end of the Performance Period in order to earn the Performance Units. For purposes of this Agreement, you will continue to be treated as a full-time employee of a System Company while you are on an approved leave of absence, including a bridge to retirement. If you have completed a minimum of twelve months of full-time employment at an eligible System Management Level during the Performance Period and you die, Retire, you will be eligible for a prorated portion of the applicable Achievement Level of Performance Units, based on your full months of participation and your System Management Level(s) during the Performance Period. If you or become Totally Disabled or die during the Performance Period, you (or your heirs) will be eligible for earn a prorated portion of the applicable Achievement Level of Performance Units, based on your full months of full-time employment and your at an eligible System Management Level(s) Level during the Performance Period. Please also note that, while you are only required to either remain employed through the end of the Performance Period or meet the requirements for a pro-rated payoutDecember 31, 2007, you are not entitled to receipt of, of and do not vest in, in any Performance Units and/or any dividends that have accrued on those units unless and until the Personnel Committee has certified the Achievement Level after the close of the Performance Period. If you remain at an eligible System Management Level, but your System Management Level changes during the Performance Period, the number of Performance Units, if any, awarded to you will be prorated to reflect the number of full months you earned Performance Units at each System Management Level. If any change your promotion or demotion to a new System Management Level is effective on a date other than the first day of a calendar month, the number of Performance Units, if any, awarded to you with respect to the transition month will be calculated (i.e., i.e. prorated) based on your prior System Management Level. If you are demoted below an eligible System Management Level during the Performance Period, but remain employed on a regular full-time basis by a System Company for the duration of the Performance Period, the number of Performance Units, if any, awarded to you will be prorated to reflect only the number of full months you earned Performance Units at an eligible System Management Level. Notwithstanding the foregoing provisions of this Section 3 to the contrary, Section 4, instead of this Section 3, shall apply (a) if you are a System Management Participant (as defined in the Plan) and experience a Qualifying Event (as defined in the Plan), or (b) if the award and vesting of Performance Units at a specified Achievement Level is accelerated pursuant to a written and executed agreement with a System Company.

Performance Units Earned. The actual number of Performance Units performance units awarded to you under this Agreement, if anyany (the “Performance Units”), shall be calculated by the Committee at the end of the Performance Period and shall be based on by multiplying the Target Performance Units by the percentage of the Company’s attained Achievement Level for the Performance Period. If you remain Level, determined as outlined above in each case subject to your remaining a full-time employee of a System Company (as defined in the Plan) for the remainder of the Performance Period and at your current System Management Level, you will earn Performance Units as follows: “No Payment” Achievement Level 0% -0- Performance Units “Minimum” Achievement Level 25% ----- Performance Units “Target” Achievement Level 100% ----- Performance Units “Maximum” Achievement Level 200% ----- Performance Units For Achievement Levels between Minimum and Target and between Target and Maximum, Performance Unit awards will be interpolated. Payouts will be rounded to the nearest unit. In no case, however, can payout exceed the maximum of 200% of TargetML. Except as otherwise provided under the Plan or this Agreement, you must maintain your current System Management Level ML and be a full-time employee of a System Company at through the end of the Performance Period in order to earn the Performance Units. For purposes Except as provided below for an employee on an extended leave of this Agreementabsence bridge to retirement under an approved severance program under the Entergy System Severance Pay Plan No. 537 or the Entergy System Severance Pay Plan No. 538, if you are approved by your System Company employer for a leave of absence (whether paid or unpaid) for reasons other than Total Disability, you will continue to be treated as a full-time employee of a System Company while you are on an such approved leave of absenceabsence for purposes of the Plan and this Agreement. Employees on an extended leave of absence bridge to retirement under an approved severance program offered pursuant to Entergy System Severance Pay Plan No. 537 or Entergy System Severance Pay Plan No. 538 shall not be considered under the Plan or this Agreement as full-time employees during the extended leave of absence bridge period, and their System Company employment shall be considered terminated for purposes of vesting in Awards under the Plan and this Agreement as of the commencement of their extended leave of absence bridge period. If you have completed a minimum of twelve months of full-time employment at an eligible System Management Level ML during the Performance Period and you Retire, you will be eligible for a prorated portion of the applicable Achievement Level of Performance Units, based on your full months of participation and your System Management Level(sML(s) during the Performance Period. If you become Totally Disabled or die during the Performance Period, you (or your Beneficiary or heirs) will be eligible for a prorated portion of the applicable Achievement Level of Performance Units, based on your full months of full-time employment prior to your Total Disability or death and your eligible System Management Level(sML(s) during the Performance Period. Please also note that, while you are only required to either remain employed through the end of the Performance Period or meet the requirements for a pro-rated payout, you are not entitled to receipt of, and do not vest in, any Performance Units and/or any dividends that have accrued on those units unless and until the Personnel Committee has certified the Achievement Level after the close of the Performance Period. If you remain at an eligible System Management LevelML, but your System Management Level ML changes during the Performance Period, the number of Target Performance Units set forth in this Agreement shall be adjusted to reflect the number of full months during the Performance Period for which you were eligible hereunder at each ML and the number of Performance Units, if any, awarded to you (a) if you are demoted to a new ML, will be prorated to reflect the number of full months you earned Performance Units at each System Management LevelML and (b) if you are promoted to a new ML, will be adjusted to reflect an additional number of Target Performance Units that may be earned hereunder in respect of the period during which you are employed at your new ML, which additional number of Target Performance Units will be set forth in a notice delivered to you by the Company as soon as practicable following such promotion. If any change to a new System Management Level ML is effective on a date other than the first day of a calendar month, the number of Performance Units, if any, awarded to you with respect to the transition month in accordance with this paragraph will be calculated (i.e., prorated) determined based on your prior System Management LevelML. If you are demoted below an eligible System Management Level ML during the Performance Period, but remain employed on a regular full-time basis by a System Company for the duration of the Performance Period, the number of Performance Units, if any, awarded to you will be prorated to reflect only the number of full months you earned Performance Units at an eligible System Management LevelML.

Performance Units Earned. The actual number of Performance Units awarded to you under this Agreement, if any, shall be calculated by the Committee at the end of the Performance Period and shall be based on the Company’s attained Achievement Level for the Performance Period. If you remain a full-time employee of a System Company (as defined in the Plan) for the remainder of the Performance Period and at your current System Management Level, you will earn Performance Units as follows: “No Payment” Achievement Level 0% -0- Performance Units “Minimum” Achievement Level 25% ----- Performance Units “Target” Achievement Level 100% ----- Performance Units “Maximum” Achievement Level 200% ----- ____ Performance Units For Achievement Levels between Minimum and Target and between Target and Maximum, Performance Unit awards will be interpolated. Payouts will be rounded to the nearest unit. In no case, however, can payout exceed the maximum of 200% of Target. Except as otherwise provided under this Agreement, you must maintain your current System Management Level and be a full-time employee of a System Company at the end of the Performance Period in order to earn the Performance Units. For purposes of this Agreement, you will continue to be treated as a full-time employee of a System Company while you are on an approved leave of absence. If you have completed a minimum of twelve months of full-time employment at an eligible System Management Level during the Performance Period and you Retire, you will be eligible for a prorated portion of the applicable Achievement Level of Performance Units, based on your full months of participation and your System Management Level(s) during the Performance Period. If you become Totally Disabled or die during the Performance Period, you (or your heirs) will be eligible for a prorated portion of the applicable Achievement Level of Performance Units, based on your full months of full-time employment and your eligible System Management Level(s) during the Performance Period. Please also note that, while you are only required to either remain employed through the end of the Performance Period December 31, 2014 or meet the requirements for a pro-rated payout, you are not entitled to receipt of, and do not vest in, any Performance Units and/or any dividends that have accrued on those units unless and until the Personnel Committee has certified the Achievement Level after the close of the Performance Period. If you remain at an eligible System Management Level, but your System Management Level changes during the Performance Period, the number of Performance Units, if any, awarded to you will be prorated to reflect the number of full months you earned Performance Units at each System Management Level. If any change to a new System Management Level is effective on a date other than the first day of a calendar month, the number of Performance Units, if any, awarded to you with respect to the transition month will be calculated (i.e., prorated) based on your prior System Management Level. If you are demoted below an eligible System Management Level during the Performance Period, but remain employed on a regular full-time basis by a System Company for the duration of the Performance Period, the number of Performance Units, if any, awarded to you will be prorated to reflect only the number of full months you earned Performance Units at an eligible System Management Level.

Performance Units Earned. The actual number of Performance Units performance units awarded to you under this Agreement, if anyany (the “Performance Units”), shall be calculated by the Committee at the end of the Performance Period and shall be based on by multiplying the Target Performance Units by the percentage of the Company’s attained Achievement Level for the Performance Period. If you remain Level, determined as outlined above, in each case subject to your remaining a full-time employee of a System Company (as defined in the Plan) for the remainder of the Performance Period and at your current System Management Level, you will earn Performance Units as follows: Level (“No Payment” Achievement Level 0% -0- Performance Units “Minimum” Achievement Level 25% ----- Performance Units “Target” Achievement Level 100% ----- Performance Units “Maximum” Achievement Level 200% ----- Performance Units For Achievement Levels between Minimum and Target and between Target and Maximum, Performance Unit awards will be interpolated. Payouts will be rounded to the nearest unit. In no case, however, can payout exceed the maximum of 200% of TargetML”). Except as otherwise provided under the Plan or this Agreement, you must comply with Section 10 of this Agreement and maintain your current System Management Level ML and be a full-time employee of a System Company at through the end of the Performance Period in order to earn the Performance Units. For purposes Except as provided below for an employee on an extended leave of this Agreementabsence bridge to retirement under an approved severance program under the Entergy System Severance Pay Plan No. 537 or the Entergy System Severance Pay Plan No. 538, if you are approved by your System Company employer for a leave of absence (whether paid or unpaid) for reasons other than Total Disability or are a continuous part-time regular System Company employee participating in the phased retirement program under the Entergy System Policies & Procedures Phased Retirement - Pre-Separation Policy (the “Phased Retirement Program”), you will continue to be treated as a full-time employee of a System Company while you are on an such approved leave of absenceabsence for purposes of the Plan and this Agreement or during such participation in the Phased Retirement Program, as applicable. If you are on an extended leave of absence bridge to retirement under an approved severance program offered pursuant to Entergy System Severance Pay Plan No. 537 or Entergy System Severance Pay Plan No. 538, you will not be considered under the Plan or this Agreement to be a full-time employee during the extended leave of absence bridge period or a part-time System Company employee under the Phased Retirement Program during the extended leave of absence bridge period, and your System Company employment will be considered terminated for purposes of vesting in Awards under this Agreement as of the commencement of your extended leave of absence bridge period. Subject to Section 5.6(e) of the Plan, if you have completed a minimum of twelve months of full-time employment at an eligible System Management Level ML during the Performance Period and you Retire, you will be eligible for a prorated portion of the applicable Achievement Level of Performance Units, based on your full months of participation and your System Management Level(sML(s) during the Performance Period. If Subject to Section 5.6(e) of the Plan, if you become Totally Disabled or die during the Performance Period, you (or your Beneficiary or heirs) will be eligible for a prorated portion of the applicable Achievement Level of Performance Units, based on your full months of full-time employment prior to your Total Disability or death and your eligible System Management Level(sML(s) during the Performance Period. Please also note that, while While you are only required to either remain employed through the end of the Performance Period or meet the requirements for a pro-rated payout, you are not entitled to receipt of, and do not vest in, any Performance Units and/or any dividends that have accrued on those units any Performance Units unless and until the Personnel Committee has certified the Achievement Level after the close of the Performance Period. If you remain at an eligible System Management Level, but your System Management Level ML changes during the Performance Period, but you remain at an eligible ML, the number of Target Performance Units set forth in this Agreement shall be adjusted to reflect the number of full months during the Performance Period for which you were eligible hereunder at each ML and the number of Performance Units, if any, awarded to you will be prorated to reflect the number of full months you earned Performance Units at each System Management LevelML. If any change to a new System Management Level ML is effective on a date other than the first day of a calendar month, the number of Performance Units, if any, awarded to you with respect to the transition month in accordance with this paragraph will be calculated (i.e., prorated) determined based on your prior System Management LevelML. If you are demoted below an eligible System Management Level ML during the Performance Period, but remain employed on a regular full-time basis by a System Company for the duration of the Performance Period, the number of Performance Units, if any, awarded to you will be prorated to reflect only the number of full months you earned Performance Units at an eligible System Management LevelML.

Performance Units Earned. The actual number of Performance Units performance units awarded to you under this Agreement, if anyany (the “Performance Units”), shall be calculated by the Committee at the end of the Performance Period and shall be based on by multiplying the Target Performance Units by the percentage of the Company’s attained Achievement Level for Level, determined as outlined above. Unless otherwise provided in the Plan or this Agreement, to earn Performance Period. If Units you must (i) remain a full-time employee of a System Company (as defined in the Plan) for the remainder of the Performance Period and at your current System Management LevelPeriod, you will earn Performance Units as follows: “No Payment” Achievement Level 0% -0- Performance Units “Minimum” Achievement Level 25% ----- Performance Units “Target” Achievement Level 100% ----- Performance Units “Maximum” Achievement Level 200% ----- Performance Units For Achievement Levels between Minimum and Target and between Target and Maximum, Performance Unit awards will be interpolated. Payouts will be rounded to the nearest unit. In no case, however, can payout exceed the maximum of 200% of Target. Except as otherwise provided under this Agreement, you must (ii) maintain your current System Management Level and be a full(“ML”) 1-time employee of a System Company at 4 role and, as applicable, current role within the end Office of the Performance Period Chief Executive (each an “Eligible Role”), resulting in order to earn an award opportunity dependent on your specific ML or Office of the Performance Units. For purposes Chief Executive role (“Eligibility Level”); and (iii) comply with Section 10 of this Agreement. Except as provided below for an employee on an extended leave of absence bridge to retirement under an approved severance program under the Entergy System Severance Pay Plan No. 537 or the Entergy System Severance Pay Plan No. 538, if you are approved by your System Company employer for a leave of absence (whether paid or unpaid) for reasons other than Disability or are a continuous part-time regular System Company employee participating in the phased retirement program under the Entergy System Policies & Procedures Phased Retirement - Pre-Separation Policy (the “Phased Retirement Program”), you will continue to be treated as a full-time employee of a System Company while you are on an such approved leave of absenceabsence for purposes of the Plan and this Agreement or during such participation in the Phased Retirement Program, as applicable. If you are on an extended leave of absence bridge to retirement under an approved severance program offered pursuant to Entergy System Severance Pay Plan No. 537 or Entergy System Severance Pay Plan No. 538, you will not be considered under the Plan or this Agreement to be a full-time employee during the extended leave of absence bridge period or a part-time System Company employee under the Phased Retirement Program during the extended leave of absence bridge period, and your System Company employment will be considered terminated for purposes of vesting in Awards under this Agreement as of the commencement of your extended leave of absence bridge period. If you have completed a minimum of twelve months of full-time employment at in an eligible System Management Level Eligible Role during the Performance Period and you Retire, you will be eligible for a prorated portion of the applicable Achievement Level of Performance Units, based on your full months of participation and your System Management Eligibility Level(s) during the Performance Period. For purposes of the preceding sentence, you will have “Retired” if you incur a separation from service with the System Companies and at the time of such separation from service, either (A) you are eligible to commence retirement benefits under a System Company-sponsored qualified final average pay defined benefit pension plan or (B) you have attained age 65 or have attained age 55 with ten (10) or more years of service with System Companies that is considered vesting service under the System Company-sponsored qualified defined benefit pension plan in which you actively participate or, if none, the System Company-sponsored qualified defined contribution pension plan in which you actively participate. If your employment terminates due to your incurring a Disability or you become Totally Disabled or die during the Performance Period, you (or your Beneficiary or heirs) will be eligible for a prorated portion of the applicable Achievement Level of Performance Units, based on your full months of full-time employment prior to your Disability or death and your eligible System Management Eligibility Level(s) during the Performance Period. Please also note thatNotwithstanding anything to the contrary herein, while you are only required to either remain employed through the end of if, during the Performance Period (x) your employment is terminated for Cause or meet (y) the requirements for a pro-rated payoutCommittee or its delegee determines that you engaged in an activity that would constitute Cause, then you shall not be entitled to receive any Performance Units pursuant to this Agreement. Regardless of eligibility, you are shall not be entitled to receipt of, and do not of nor vest in, in any Performance Units and/or any dividends that have accrued on those units any Performance Units unless and until the Personnel Committee has certified the Achievement Level after the close of the Performance Period. If you remain at an eligible System Management Level, but your System Management Eligibility Level changes during the Performance Period, but you remain in an Eligible Role, the number of Target Performance Units set forth in this Agreement shall be adjusted to reflect the number of full months during the Performance Period for which you were eligible hereunder in each Eligibility Level, and the number of Performance Units, if any, awarded to you will be prorated to reflect the number of full months you earned Performance Units at each System Management Eligibility Level. If any change to a new System Management an Eligibility Level is effective on a date other than the first day of a calendar month, the number of Performance Units, if any, awarded to you with respect to the transition month in accordance with this paragraph will be calculated (i.e., prorated) determined based on your prior System Management Eligibility Level. If you are demoted below or otherwise no longer in an eligible System Management Level Eligible Role during the Performance Period, but remain employed on a regular full-time basis by a System Company for the duration of the Performance Period, the number of Performance Units, if any, awarded to you will be prorated to reflect only the number of full months you earned Performance Units at in an eligible System Management LevelEligible Role in accordance with your Eligibility Level(s).

Performance Units Earned. The actual number of Performance Units performance units awarded to you under this Agreement, if anyany (the “Performance Units”), shall be calculated by the Committee at the end of the Performance Period and shall be based on by multiplying the Target Performance Units by the percentage of the Company’s attained Achievement Level for Level, determined as described above. Unless otherwise provided in the Plan or this Agreement, to earn Performance Period. If Units you must (i) remain a full-time employee of a System Company (as defined in the Plan) for the remainder of the Performance Period and at your current System Management LevelPeriod, you will earn Performance Units as follows: “No Payment” Achievement Level 0% -0- Performance Units “Minimum” Achievement Level 25% ----- Performance Units “Target” Achievement Level 100% ----- Performance Units “Maximum” Achievement Level 200% ----- Performance Units For Achievement Levels between Minimum and Target and between Target and Maximum, Performance Unit awards will be interpolated. Payouts will be rounded to the nearest unit. In no case, however, can payout exceed the maximum of 200% of Target. Except as otherwise provided under this Agreement, you must (ii) maintain your current System Management Level and be a full(“ML”) 1-time employee of a System Company at 4 role and, as applicable, current role within the end Office of the Performance Period Chief Executive (each an “Eligible Role”), resulting in order to earn an award opportunity dependent on your specific ML or Office of the Performance Units. For purposes Chief Executive role (“Eligibility Level”); and (iii) comply with Section 10 of this Agreement. Except as provided below for an employee on an extended leave of absence bridge to retirement under an approved severance program under the Entergy System Severance Pay Plan No. 537 or the Entergy System Severance Pay Plan No. 538, if you are approved by your System Company employer for a leave of absence (whether paid or unpaid) for reasons other than Disability or are a continuous part-time regular System Company employee participating in the phased retirement program under the Entergy System Policies & Procedures Phased Retirement – Pre-Separation Policy (the “Phased Retirement Program”), you will continue to be treated as a full-time employee of a System Company while you are on an such approved leave of absenceabsence for purposes of the Plan and this Agreement or during such participation in the Phased Retirement Program, as applicable. If you are on an extended leave of absence bridge to retirement under an approved severance program offered pursuant to Entergy System Severance Pay Plan No. 537 or Entergy System Severance Pay Plan No. 538, you will not be considered under the Plan or this Agreement to be a full-time employee during the extended leave of absence bridge period or a part-time System Company employee under the Phased Retirement Program during the extended leave of absence bridge period, and your System Company employment will be considered terminated for purposes of vesting in Awards under this Agreement as of the commencement of your extended leave of absence bridge period. If you have completed a minimum of twelve months of full-time employment at in an eligible System Management Level Eligible Role during the Performance Period and you Retire, you will be eligible for a prorated portion of the applicable Achievement Level of Performance Units, based on your full months of participation and your System Management Eligibility Level(s) during the Performance Period. For purposes of the preceding sentence, you will have “Retired” if you incur a separation from service with the System Companies and at the time of such separation from service, either (A) you are eligible to commence retirement benefits under a System Company-sponsored qualified final average pay defined benefit pension plan or (B) you have attained age 65 or have attained age 55 with ten (10) or more years of service with System Companies that is considered vesting service under the System Company-sponsored qualified defined benefit pension plan in which you actively participate or, if none, the System Company-sponsored qualified defined contribution pension plan in which you actively participate. If your employment terminates due to your incurring a Disability or you become Totally Disabled or die during the Performance Period, you (or your Beneficiary or heirs) will be eligible for a prorated portion of the applicable Achievement Level of Performance Units, based on your full months of full-time employment prior to your Disability or death and your eligible System Management Eligibility Level(s) during the Performance Period. Please also note thatNotwithstanding anything to the contrary herein, while you are only required to either remain employed through the end of if, during the Performance Period (x) your employment is terminated for Cause or meet (y) the requirements for a pro-rated payoutCommittee or its delegee determines that you engaged in an activity that would constitute Cause, then you shall not be entitled to receive any Performance Units pursuant to this Agreement. Regardless of eligibility, you are shall not be entitled to receipt of, and do not of nor vest in, in any Performance Units and/or any dividends that have accrued on those units any Performance Units unless and until the Personnel Committee has certified the Achievement Level after the close of the Performance Period. If you remain at an eligible System Management Level, but your System Management Level changes are promoted during the Performance Period, then the number of Target Performance Units set forth on the Grant Notice shall be adjusted (but not downward) to reflect the number of full months during the Performance Period for which you were eligible hereunder in each Eligibility Level, and the number of Performance Units, if any, awarded to you will be prorated to reflect the number of full months you earned Performance Units at each System Management Eligibility Level. If you are demoted during the Performance Period, but you remain in an Eligible Role following such demotion, then the number of Target Performance Units set forth on the Grant Notice shall be adjusted (but not upward ) to reflect the number of full months during the Performance Period for which you were eligible hereunder in each Eligibility Level, and the number of Performance Units, if any, awarded to you will be prorated to reflect the number of full months you earned Performance Units at each Eligibility Level. If any change to a new System Management an Eligibility Level is effective on a date other than the first day of a calendar month, the number of Performance Units, if any, awarded to you with respect to the transition month in accordance with this Section 3 will be calculated (i.e., prorated) determined based on your prior System Management Eligibility Level. If you are demoted below to a position that is not an eligible System Management Level Eligible Role or you are otherwise no longer in an Eligible Role during the Performance Period, but remain employed on a regular full-time basis by a System Company for the duration of the Performance Period, the number of Performance Units, if any, awarded to you will be prorated to reflect only the number of full months you earned Performance Units at in an eligible System Management LevelEligible Role in accordance with your Eligibility Level(s).

Performance Units Earned. The actual number of Performance Units awarded to you under this Agreement, if any, shall be calculated by the Committee at the end of the Performance Period and shall be based on the Company’s attained Achievement Level for the Performance Period. If you remain a full-time employee of a System Company (as defined in the Plan) for the remainder of the Performance Period and at your current System Management Level, you will earn Performance Units as follows: Description % of Target Earned Performance Units Earned “No Payment” Achievement Level 0% -0- Performance Units “Minimum” Achievement Level 25% ----- XXX Performance Units “Target” Achievement Level 100% ----- XXXX Performance Units “Maximum” Achievement Level 200% ----- XXXX Performance Units For Achievement Levels between Minimum and Target and between Target and Maximum, Performance Unit awards will be interpolated. Payouts will be rounded to the nearest unit. In no case, however, can payout exceed the maximum of 200% of Target. Except as otherwise provided under this Agreement, you must maintain your current System Management Level and be a full-time employee of a System Company at the end of the Performance Period in order to earn the Performance Units. For purposes of this Agreement, you will continue to be treated as a full-time employee of a System Company while you are on an approved leave of absence. If you have completed a minimum of twelve months of full-time employment at an eligible System Management Level during the Performance Period and you Retire, you will be eligible for a prorated portion of the applicable Achievement Level of Performance Units, based on your full months of participation and your System Management Level(s) during the Performance Period. If you become Totally Disabled or die during the Performance Period, you (or your heirs) will be eligible for a prorated portion of the applicable Achievement Level of Performance Units, based on your full months of full-time employment and your eligible System Management Level(s) during the Performance Period. Please also note that, while you are only required to either remain employed through the end of the Performance Period December 31, 2013 or meet the requirements for a pro-rated payout, you are not entitled to receipt of, and do not vest in, any Performance Units and/or any dividends that have accrued on those units unless and until the Personnel Committee has certified the Achievement Level after the close of the Performance Period. If you remain at an eligible System Management Level, but your System Management Level changes during the Performance Period, the number of Performance Units, if any, awarded to you will be prorated to reflect the number of full months you earned Performance Units at each System Management Level. If any change to a new System Management Level is effective on a date other than the first day of a calendar month, the number of Performance Units, if any, awarded to you with respect to the transition month will be calculated (i.e., i.e. prorated) based on your prior System Management Level. If you are demoted below an eligible System Management Level during the Performance Period, but remain employed on a regular full-time basis by a System Company for the duration of the Performance Period, the number of Performance Units, if any, awarded to you will be prorated to reflect only the number of full months you earned Performance Units at an eligible System Management Level. Notwithstanding the foregoing provisions of this Section 3 to the contrary, Section 4, instead of this Section 3, shall apply (a) in the event that within 24 months following a Change in Control event (as defined in the Plan) your employment is terminated for Cause or you terminate employment for Good Reason (as those terms are defined in the Plan), or (b) if the award and vesting of performance units at a specified Achievement Level is specified pursuant to a written and executed agreement with a System Company.