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 (the “Performance Units”), shall be calculated by the Committee at the end of the Performance Period by multiplying the Target Performance Units by the percentage of the Company’s attained Achievement Level, determined as outlined above, in each case subject to your remaining a full-time employee of a System Company for the remainder of the Performance Period and at your current System Management Level (“ML”). Except as otherwise provided under the Plan or this Agreement, you must comply with Section 10 of this Agreement and maintain your current ML and be a full-time employee of a System Company through the end of the Performance Period in order to earn the Performance Units. 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 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 such approved leave of absence 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 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 ML(s) during the Performance Period. 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 ML(s) during the Performance Period. 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 any Performance Units unless and until the Personnel Committee has certified the Achievement Level after the close of the Performance Period. If your 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 ML. If any change to a new 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 determined based on your prior ML. If you are demoted below an eligible 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 ML.

Performance Units Earned. The actual number of performance units awarded to you under this Agreement, if any (the “Performance Units”), shall be calculated by the Committee at the end of the Performance Period by multiplying the Target Performance Units by the percentage of the Company’s attained Achievement Level, determined as outlined described above. Unless otherwise provided in the Plan or this Agreement, in each case subject to your remaining earn Performance Units you must (i) remain a full-time employee of a System Company for the remainder of the Performance Period and at Period, (ii) maintain your current System Management Level (“ML”) 1-4 role and, as applicable, current role within the Office of the Chief Executive (each an “Eligible Role”). Except as otherwise provided under , resulting in an award opportunity dependent on your specific ML or Office of the Plan or this Agreement, you must Chief Executive role (“Eligibility Level”); and (iii) comply with Section 10 of this Agreement and maintain your current ML and be a full-time employee of a System Company through the end of the Performance Period in order to earn the Performance UnitsAgreement. 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 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 such approved leave of absence 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 If you have completed a minimum of twelve months of full-time employment at in an eligible ML 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 ML(sEligibility Level(s) during the Performance Period. Subject to Section 5.6(e) For purposes of the Planpreceding 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 become Totally Disabled actively participate. If your employment terminates due to your incurring a Disability or you 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 ML(sEligibility Level(s) during the Performance Period. While you are only required Notwithstanding anything to either remain employed through the end of contrary herein, 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 any Performance Units unless and until the Personnel Committee has certified the Achievement Level after the close of the Performance Period. If your ML changes you are promoted during the Performance Period, but you remain at an eligible ML, then the number of Target Performance Units set forth in this Agreement 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 at in each ML 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 MLEligibility 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 ML 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 Section 3 will be determined based on your prior MLEligibility Level. If you are demoted below to a position that is not an eligible ML 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 MLEligible 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 any (the “Performance Units”)any, shall be calculated by the Committee at the end of the Performance Period by multiplying the Target Performance Units by the percentage of and shall be based on the Company’s attained Achievement Level, determined as outlined above, in each case subject to your remaining 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 “ML”)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 the Plan or this Agreement, you must comply with Section 10 of this Agreement and maintain your current ML System Management Level and be a full-time employee of a System Company through at the end of the Performance Period in order to earn the Performance Units. Except as provided below for an employee on an extended leave For purposes 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 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”)this Agreement, you will continue to be treated as a full-time employee of a System Company while you are on such an approved leave of absence for purposes of the Plan and this Agreement or during such participation in the Phased Retirement Program, as applicableabsence. 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 ML 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 ML(sSystem Management Level(s) during the Performance Period. Subject to Section 5.6(e) of the Plan, if 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 ML(sSystem Management Level(s) during the Performance Period. While 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 any Performance Units 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 ML System Management Level 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 MLSystem Management Level. If any change to a new ML 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 in accordance with this paragraph will be determined calculated (i.e. prorated) based on your prior MLSystem Management Level. If you are demoted below an eligible ML 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 MLSystem 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.

Performance Units Earned. The actual number of performance units awarded to you under this Agreement, if any (the “Performance Units”), shall be calculated by the Committee at the end of the Performance Period by multiplying the Target Performance Units by the percentage of the Company’s attained Achievement Level, determined as outlined above, above in each case subject to your remaining a full-time employee of a System Company for the remainder of the Performance Period and at your current System Management Level (“ML”). Except as otherwise provided under the Plan or this Agreement, you must comply with Section 10 of this Agreement and maintain your current ML and be a full-time employee of a System Company through the end of the Performance Period in order to earn the Performance Units. 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 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”)Disability, you will continue to be treated as a full-time employee of a System Company while you are on such approved leave of absence for purposes of the Plan and this Agreement or during such participation in the Phased Retirement Program, as applicableAgreement. If you are 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, you will 538 shall not be considered under the Plan or this Agreement to be a as full-time employee during the extended leave of absence bridge period or a part-time System Company employee under the Phased Retirement Program employees during the extended leave of absence bridge period, and your their System Company employment will shall be considered terminated for purposes of vesting in Awards under the Plan and this Agreement as of the commencement of your 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 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 ML(s) during the Performance Period. 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 ML(s) during the Performance Period. While 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 any Performance Units 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 ML, but your 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 (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 ML 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 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 determined based on your prior ML. If you are demoted below an eligible 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 ML.

Performance Units Earned. The actual number of performance units Performance Units awarded to you under this Agreement, if any (the “Performance Units”)any, shall be calculated by the Committee at the end of the Performance Period by multiplying the Target Performance Units by the percentage of and shall be based on the Company’s attained Achievement Level, determined as outlined above, in each case subject to your remaining 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 “ML”)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 the Plan or this Agreement, you must comply with Section 10 of this Agreement and maintain your current ML System Management Level and be a full-time employee of a System Company through at the end of the Performance Period in order to earn the Performance Units. Except as provided below for an employee on an extended leave For purposes 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 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”)this Agreement, you will continue to be treated as a full-time employee of a System Company while you are on such an approved leave of absence for purposes of the Plan and this Agreement or during such participation in the Phased Retirement Program, as applicableabsence. 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 ML 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 ML(sSystem Management Level(s) during the Performance Period. Subject to Section 5.6(e) of the Plan, if 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 ML(sSystem Management Level(s) during the Performance Period. While 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 any Performance Units 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 ML System Management Level 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 MLSystem Management Level. If any change to a new ML 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 in accordance with this paragraph will be determined calculated (i.e., prorated) based on your prior MLSystem Management Level. If you are demoted below an eligible ML 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 MLSystem Management Level.

Performance Units Earned. The actual number of performance units Performance Units awarded to you under this Agreement, if any (the “Performance Units”)any, shall be calculated by the Committee at the end of the Performance Period by multiplying the Target Performance Units by the percentage of and shall be based on the Company’s 's attained Achievement Level, determined as outlined above, in each case subject to your remaining 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 (“ML”)-- -0- Performance Units "Minimum" Achievement Level -- Performance Units "Target" Achievement Level -- Performance Units "Maximum" Achievement Level -- Performance Units For Achievement Levels between Minimum and Target and between Target and Maximum, Performance Unit awards will be interpolated. Except as otherwise provided under the Plan or this Agreement, you must comply with Section 10 of this Agreement and maintain your current ML and be a full-time employee of a System Company through at the end of the Performance Period in order to earn the Performance Units. Except as provided below for an employee on an extended leave For purposes 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 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”)this Agreement, you will continue to be treated as a full-time employee of a System Company while you are on such an approved leave of absence for purposes of the Plan and this Agreement or during such participation in the Phased Retirement Programabsence, as applicableincluding a bridge to retirement. 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. 538die, 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 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 ML(s) during the Performance Period. Subject to Section 5.6(e) of the Plan, if you or become Totally Disabled or die during the Performance Period, you (or your Beneficiary or 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 prior to your Total Disability or death and your at an eligible ML(s) System Management Level during the Performance Period. While 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 any Performance Units 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 ML System Management Level 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 MLSystem Management Level. If any change your promotion or demotion to a new ML 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 in accordance with this paragraph will be determined calculated (i.e. prorated) based on your prior MLSystem Management Level. If you are demoted below an eligible ML 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 MLSystem 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 any (the “Performance Units”)any, shall be calculated by the Committee at the end of the Performance Period by multiplying the Target Performance Units by the percentage of and shall be based on the Company’s attained Achievement Level, determined as outlined above, in each case subject to your remaining 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 “ML”)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 the Plan or this Agreement, you must comply with Section 10 of this Agreement and maintain your current ML System Management Level and be a full-time employee of a System Company through at the end of the Performance Period in order to earn the Performance Units. Except as provided below for an employee on an extended leave For purposes 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 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”)this Agreement, you will continue to be treated as a full-time employee of a System Company while you are on such an approved leave of absence for purposes of the Plan and this Agreement or during such participation in the Phased Retirement Program, as applicableabsence. 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 ML 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 ML(sSystem Management Level(s) during the Performance Period. Subject to Section 5.6(e) of the Plan, if 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 ML(sSystem Management Level(s) during the Performance Period. While 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 any Performance Units 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 ML System Management Level 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 MLSystem Management Level. If any change to a new ML 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 in accordance with this paragraph will be determined calculated (i.e., prorated) based on your prior MLSystem Management Level. If you are demoted below an eligible ML 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 MLSystem Management Level.

Performance Units Earned. The actual number of performance units awarded to you under this Agreement, if any (the “Performance Units”), shall be calculated by the Committee at the end of the Performance Period by multiplying the Target Performance Units by the percentage of the Company’s attained Achievement Level, determined as outlined above, above in each case subject to your remaining a full-time employee of a System Company for the remainder of the Performance Period and at your current System Management Level (“ML”). Except as otherwise provided under the Plan or this Agreement, you must comply with Section 10 of this Agreement and maintain your current ML and be a full-time employee of a System Company through the end of the Performance Period in order to earn the Performance Units. 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 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”)Disability, you will continue to be treated as a full-time employee of a System Company while you are on such approved leave of absence for purposes of the Plan and this Agreement or during such participation in the Phased Retirement Program, as applicableAgreement. If you are 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, you will 538 shall not be considered under the Plan or this Agreement to be a as full-time employee during the extended leave of absence bridge period or a part-time System Company employee under the Phased Retirement Program employees during the extended leave of absence bridge period, and your their System Company employment will shall be considered terminated for purposes of vesting in Awards under the Plan and this Agreement as of the commencement of your their extended leave of absence bridge period. Subject to Section 5.6(e) of the Plan, if If you have completed a minimum of twelve months of full-time employment at an eligible 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 ML(s) during the Performance Period. Subject to Section 5.6(e) of the Plan, if 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 ML(s) during the Performance Period. While 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 any Performance Units 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 ML, but your 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 (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 ML 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 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 determined based on your prior ML. If you are demoted below an eligible 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 ML.

Performance Units Earned. The actual number of performance units Performance Units awarded to you under this Agreement, if any (the “Performance Units”)any, shall be calculated by the Committee at the end of the Performance Period by multiplying the Target Performance Units by the percentage of and shall be based on the Company’s attained Achievement Level, determined as outlined above, in each case subject to your remaining 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 according to the following percentages: Description % of Target Earned “No Payment” Achievement Level (0% “ML”)Minimum” Achievement Level 25% “Target” Achievement Level 100% “Maximum” Achievement Level 200% For Achievement Levels between Minimum and Target and between Target and Maximum, Performance Unit awards will be adjusted 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 comply with Section 10 of this Agreement and maintain your current ML System Management Level and be a full-time employee of a System Company through at the end of the Performance Period in order to earn the Performance Units. 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 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 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”)Disability, you will continue to be treated as a full-time employee of a System Company while you are on such approved leave of absence for purposes of the Plan and this Agreement or during such participation in the Phased Retirement Program, as applicableAgreement. If you are Employees on an extended leave of absence bridge to retirement under an approved severance program offered pursuant to 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, you will shall not be considered under the Plan or this Agreement to be a as full-time employee during the extended leave of absence bridge period employees or a part-time System Company employee employees under the Company’s Phased Retirement Program during the extended leave of absence bridge period, and your their System Company employment will shall be considered terminated for purposes of vesting in Awards under the Plan and this Agreement as of the commencement of your their extended leave of absence bridge period. Subject to Section 5.6(e) of the Plan, if If you have completed a minimum of twelve months of full-time employment at an eligible ML 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 ML(sSystem Management Level(s) during the Performance Period. Subject to Section 5.6(e) of the Plan, if 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 ML(sSystem Management Level(s) during the Performance Period. While 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 any Performance Units 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 ML System Management Level 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 MLSystem Management Level. If any change to a new ML 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 in accordance with this paragraph will be determined calculated (i.e., prorated) based on your prior MLSystem Management Level. If you are demoted below an eligible ML 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 MLSystem Management Level.

Performance Units Earned. The actual number of performance units awarded to you under this Agreement, if any (the “Performance Units”), shall be calculated by the Committee at the end of the Performance Period by multiplying the Target Performance Units by the percentage of the Company’s attained Achievement Level, determined as outlined above. Unless otherwise provided in the Plan or this Agreement, in each case subject to your remaining earn Performance Units you must (i) remain a full-time employee of a System Company for the remainder of the Performance Period and at Period, (ii) maintain your current System Management Level (“ML”) 1-4 role and, as applicable, current role within the Office of the Chief Executive (each an “Eligible Role”). Except as otherwise provided under , resulting in an award opportunity dependent on your specific ML or Office of the Plan or this Agreement, you must Chief Executive role (“Eligibility Level”); and (iii) comply with Section 10 of this Agreement and maintain your current ML and be a full-time employee of a System Company through the end of the Performance Period in order to earn the Performance UnitsAgreement. 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 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 such approved leave of absence 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 If you have completed a minimum of twelve months of full-time employment at in an eligible ML 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 ML(sEligibility Level(s) during the Performance Period. Subject to Section 5.6(e) For purposes of the Planpreceding 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 become Totally Disabled actively participate. If your employment terminates due to your incurring a Disability or you 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 ML(sEligibility Level(s) during the Performance Period. While you are only required Notwithstanding anything to either remain employed through the end of contrary herein, 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 any Performance Units unless and until the Personnel Committee has certified the Achievement Level after the close of the Performance Period. If your ML Eligibility Level changes during the Performance Period, but you remain at in an eligible MLEligible 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 at in each ML 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 MLEligibility Level. If any change to a new ML 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 determined based on your prior MLEligibility Level. If you are demoted below or otherwise no longer in an eligible ML 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 MLEligible 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 (the “Performance Units”), shall be calculated by the Committee at the end of the Performance Period by multiplying the Target Performance Units by the percentage of the Company’s attained Total Achievement Level, determined as outlined abovedescribed in Section 2. Unless otherwise provided in the Plan or this Agreement, in each case subject to your remaining earn Performance Units you must (i) remain a full-time employee of a System Company 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”). Except as otherwise provided under the Plan or this Agreement, you must resulting in an award opportunity dependent on your specific ML role (“Eligibility Level”); and (iii) comply with Section 10 of this Agreement and maintain your current ML and be a full-time employee of a System Company through the end of the Performance Period in order to earn the Performance UnitsAgreement. 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 Total Disability or you 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 for purposes of the Plan and this Agreement as a full-time employee of a System Company while you are on such approved leave of absence 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 If you have completed a minimum of twelve months of full-time employment at in an eligible ML 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 ML(sEligibility Level(s) during the Performance Period. Subject to Section 5.6(e) For purposes of the Planpreceding 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 become Totally Disabled actively participate. If your employment terminates due to your incurring a Disability or you 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 ML(sEligibility Level(s) during the Performance Period. While you are only required Notwithstanding anything to either remain employed through the end of contrary herein, 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 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 your ML changes you are promoted during the Performance Period, but you remain at an eligible ML, then the number of Target Performance Units set forth in this Agreement 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 at in each ML 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 MLEligibility 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 ML 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 Section 3 will be determined based on your prior MLEligibility Level. If you are demoted below to a position that is not an eligible ML 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 MLEligible Role in accordance with your Eligibility Level(s).