Common use of Termination in Connection with a Change in Control Clause in Contracts

Termination in Connection with a Change in Control. If Executive’s employment is involuntarily terminated by the Company, without Cause, and other than on account of Executive’s death or Disability or Executive terminates his or her employment hereunder for Good Reason, either occurring during the 60-day period preceding or the 36-month period following a Change in Control, then notwithstanding any provision of this Agreement to the contrary and in lieu of any compensation or benefits otherwise provided or payable hereunder: a. The Company shall pay to Executive an amount equal to three times the sum of Executive’s annualized Base Compensation and target bonus, each determined immediately before the consummation of the Change in Control, which amount shall be payable in the form of a single-sum 30 days after Executive’s Termination Date or the first business day thereafter; b. The Company shall provide to Executive the benefit described in Section 3.1c hereof, subject to the terms and conditions set forth therein; c. The Company shall pay to Executive the amount described in Section 3.1d hereof, subject to the terms and conditions set forth therein, but for a period of 36 months, which amount shall be payable in the form of a single-sum 30 days after Executive’s Termination Date or the first business day thereafter; d. The Company shall pay to Executive an amount equal to three times the maximum matching contribution determined under the Cleco Corporation 401(k) Savings and Investment Plan, as the same may be amended or restated from time to time, determined as if Executive deferred thereunder the maximum amount permitted under Code Section 402(g); such amount shall be paid in the form of a single-sum payment 30 days after Executive’s Termination Date or the first business day thereafter; e. Vesting shall be accelerated, any restrictions shall lapse, and all target and opportunity performance objectives shall be deemed satisfied at the maximum level as to any then outstanding grant or award made under the Equity Incentive Plan and/or the 1990 Long-Term Incentive Compensation Plan; Executive shall further be entitled to such additional benefits or rights as may be provided in the documents evidencing such plans or the terms of any agreement evidencing such grant or award; and f. Executive shall be fully vested for purposes of any service or similar requirement imposed under the SERP, regardless of the actual number of his or her years of service; Executive shall be credited with an additional three years of age for purposes of determining his or her benefit percentage under the SERP, but in no event shall such benefit percentage be less than 50%; and Executive shall be credited with an additional three years of age for purposes of determining any reduction taken with respect to benefits commencing before Executive’s normal retirement date (as defined in such plan).

Termination in Connection with a Change in Control. If Executive’s employment is involuntarily terminated by the Company, without Cause, and other than on account of Executive’s death or Disability or Executive terminates his or her employment hereunder with the Company for Good Reason, either occurring during the 60-day period preceding or the 3624-month period following a Change in ControlControl (Executive’s “Eligible Termination”), then notwithstanding any provision of this Agreement to the contrary and in lieu of any compensation or benefits otherwise provided or payable hereunder: a. The Company shall pay to Executive an amount equal to three times the sum of Executive’s annualized Base Compensation and target bonus, each determined immediately before the consummation of the Change in Control, which amount shall be payable in the form of a single-sum 30 days after Executive’s Termination Date or the first business day thereafter; b. The Company shall provide to Executive the benefit following: a. Executive’s Incentive Bonus with respect to the Company’s completed fiscal year immediately preceding Executive’s Eligible Termination, to the extent such amount has not been paid as of the change; such amount shall be paid on the payment date generally applicable to such bonus. b. If Executive and/or his dependants timely elect to continue group medical coverage in accordance with Code Section 4980B with respect to the group medical plan sponsored by the Company or an Affiliate (excluding for this purpose any health flexible spending account described in Section 3.1c hereofCode Sections 125 and 105(h)), subject to the terms and conditions set forth therein; c. The Company shall pay to Executive the amount described of the continuation coverage premium for the same type and level of coverage received by Executive and his electing dependants immediately prior to Executive’s Eligible Termination for the period such coverage is actually provided in accordance with Code Section 3.1d hereof, subject to the terms and conditions set forth therein4980B, but for a period not in excess of 36 18 months, which amount ; payment hereunder shall be payable in the form of a single-sum 30 days after Executive’s Termination Date or made on the first business day thereafter; d. The Company shall pay of each calendar month following Executive’s timely coverage election, and, to Executive an amount equal to three times facilitate the maximum matching contribution determined under the Cleco Corporation 401(k) Savings and Investment Planpayment of Executive’s group medical plan premiums, as the same may be amended or restated from time to timemay, determined as if Executive deferred thereunder the maximum amount permitted under Code Section 402(g); such amount shall be paid in the form discretion of a single-sum payment 30 days after Executive’s Termination Date the Company, be remitted directly by the Company to such plan or the first business day thereafter;other appropriate person. e. c. Vesting shall be accelerated, any restrictions shall lapse, and all target and opportunity performance objectives shall be deemed satisfied at the maximum level as to any then outstanding grant or award made to Executive under the Equity Incentive Plan and/or the 1990 Company’s 2001 Long-Term Incentive Compensation Plan; , as the same may be amended, restated or superseded from time to time. d. The Company shall pay to Executive shall further be entitled an additional amount equal to 2.00 times the aggregate of Executive’s (i) Base Compensation in effect prior to such additional benefits or rights as may be provided in the documents evidencing such plans or the terms of any agreement evidencing such grant or award; and f. Executive shall be fully vested for purposes of any service or similar requirement imposed under the SERPchange, regardless of the actual number of his or her years of service; Executive shall be credited with an additional three years of age for purposes of determining his or her benefit percentage under the SERP, but in no event shall such benefit percentage be less than 50%; and Executive shall be credited with an additional three years of age for purposes of determining any reduction taken (ii) average Incentive Bonus paid with respect to benefits commencing before Executive’s normal retirement date (as defined the two whole calendar years preceding such change; the amount determined hereunder shall be paid in the form of a single-sum not more than 30 days following such plan)change.

Termination in Connection with a Change in Control. If a Change in Control occurs prior to the expiration of the Employment Term and at any time within the 60-day period preceding or 36-month period following such Change in Control, Executive’s employment described herein is involuntarily terminated by the Company, without CauseCause (as defined in Section 3.3 hereof), and other than on account of Executive’s death or Disability or Executive terminates his or her employment hereunder for Good Reason, either occurring during the 60-day period preceding or the 36-month period following a Change in Control, then notwithstanding any provision of this Agreement to the contrary and in lieu of any compensation or benefits otherwise provided or payable hereunder: a. The Company shall pay to Executive the compensation described in Section 3.1a in the form of a single-sum not later than three days after such termination. b. The Company shall pay an amount equal to three times the sum of Executive’s annualized Base Compensation and target bonus, each determined immediately before the consummation of the Change in Control, which amount shall be “base amount,” payable in the form of a single-sum not later than 30 days after such termination. For purposes of this agreement, “base amount” is defined as the Executive’s Termination Date or the first business day thereafter; b. The Company shall provide to Executive the benefit described in Section 3.1c hereof, subject to the terms current annual base compensation and conditions set forth therein;target annual bonus. c. The Company shall pay to Executive provide the amount benefits described in Section 3.1d hereof, subject to the terms Sections 3.1e and conditions set forth therein, but for a period of 36 months, which amount shall be payable in the form of a single-sum 30 days after Executive’s Termination Date or the first business day thereafter;3.1f. d. The Company shall pay to Executive an amount equal to three times the maximum matching contribution determined under the Cleco Corporation 401(k) Savings and Investment Plan, as the same may be amended or restated from time to time, determined as if Executive deferred thereunder the maximum amount permitted under Code Section 402(g); such amount shall be paid in the form of a single-sum payment 30 days after Executive’s Termination Date or the first business day thereafter; e. Vesting shall be accelerated, any restrictions shall lapse, and all target and opportunity performance objectives shall be deemed satisfied at the maximum level as to any then outstanding grant grants or award awards made to Executive under the Equity 2000 Long-Term Incentive Compensation Plan and/or the 1990 Long-Term Incentive Compensation Plan; . Executive shall further be entitled to such additional benefits or rights as may be provided in the documents evidencing such plans or the terms of any agreement evidencing such grant or award; and. f. e. Executive shall be fully vested for purposes of any service or similar requirement imposed under the SERPSupplemental Plan, regardless of the actual number of his or her years of serviceservice attained by Executive; Executive shall be credited with an additional three years of age for purposes of determining his or her benefit percentage under the SERPSupplemental Plan, but in no event shall such benefit percentage be less than 50%; and Executive shall be credited with an additional three years of age for purposes of determining any reduction taken with respect to benefits commencing before Executive’s normal retirement date (as defined in such plan).

Termination in Connection with a Change in Control. If Executive’s employment described herein is involuntarily terminated by the Company, without CauseCause (as defined in Section 3.3 hereof), and other than on account of Executive’s death or Disability or Executive terminates his or her employment hereunder for Good Reason, either occurring during Reason at any time within the 60-day period preceding or the 36-month period following a such Change in Control, then notwithstanding any provision of this Agreement to the contrary and in lieu of any compensation or benefits otherwise provided or payable hereunder: a. The Company shall pay to Executive the amount described in Section 3.1a in the form of a single-sum not later than three days after such termination. b. The Company shall pay an amount equal to three times the sum of Executive’s annualized Base Compensation and target bonus, each determined immediately before the consummation of the Change in Control, which amount shall be “base amount,” payable in the form of a single-sum not later than 30 days after such termination. For purposes of this agreement, “base amount” is defined as the Executive’s Termination Date or the first business day thereafter;current annual base compensation and target annual bonus. b. c. The Company shall provide to Executive and his dependents coverage under the benefit described in Section 3.1c hereof, subject Company’s or an Affiliate’s group medical plan for the same type and level of health benefits received by Executive and his dependents immediately prior to the terms and conditions set forth therein; c. The Company shall pay to Executive the amount described in Section 3.1d hereof, subject to the terms and conditions set forth therein, but such termination for a period of 36 monthsthree years or until Executive and/or his dependents obtain coverage under a reasonably satisfactory group health plan with no applicable preexisting condition limitation, which amount shall whichever comes first; such coverage to be payable in the form of a single-sum 30 days after Executive’s Termination Date or the first business day thereafter; d. The Company shall pay addition to any coverage available to Executive an amount equal to three times the maximum matching contribution determined under the Cleco Corporation 401(k) Savings and Investment Plan, as the same may be amended or restated from time to time, determined as if Executive deferred thereunder the maximum amount permitted his dependents under Code Section 402(g); such amount shall be paid in the form of a single-sum payment 30 days after Executive’s Termination Date or the first business day thereafter;4980B. e. d. Vesting shall be accelerated, any restrictions shall lapse, and all target and opportunity performance objectives shall be deemed satisfied at the maximum level as to any then outstanding grant grants or award awards made to Executive under the Equity 2000 Long-Term Incentive Compensation Plan and/or the 1990 Long-Term Incentive Compensation Plan; . Executive shall further be entitled to such additional benefits or rights as may be provided in the documents evidencing such plans or the terms of any agreement evidencing such grant or award; and. All payments and benefits to be provided by this section 4.2d shall be paid no later than March 15th of the calendar year following the calendar year in which such termination occurs. f. e. Executive shall be fully vested for purposes of any service or similar requirement imposed under the SERPSupplemental Plan, regardless of the actual number of his or her years of service; service attained by Executive. Executive shall be credited with an additional three years of age for purposes of determining his or her benefit percentage under the SERPSupplemental Plan, but in no event shall such benefit percentage be less than 50%; and Executive shall be credited with an additional three years of age for purposes of determining any reduction taken with respect to benefits commencing before Executive’s 's normal retirement date (as defined in such plan). f. If Executive’s principal office is located in Pineville, Louisiana, the Company shall, at the written request of Executive: i. Purchase his principal residence if such residence is located within 60 miles of the Company’s Pineville, Louisiana office (the “Principal Residence”) for an amount equal to the greater of (1) the purchase price of such Principal Residence plus the documented cost of any capital improvements to the Principal Residence made by Executive, or (2) the fair market value of such Principal Residence as determined by the Company’s usual relocation practice; and ii. Pay or reimburse Executive for the cost of relocating Executive, his family and their household goods and other personal property, in accordance with the Company’s usual relocation practice, to any location in the United States. Notwithstanding the foregoing, the Company shall not be obligated hereunder, unless, within 2½ months after the year in which occurs the termination of his employment with the Company (and its Affiliates), the Company is requested to purchase such Principal Residence or Executive has actually relocated from the Pineville, Louisiana area. Any payments by the Company pursuant to this Section 4.2f shall be made no later than March 15th of the calendar year following the calendar year in which Executive’s employment is terminated. g. The Company shall pay to Executive an amount equal to the Company’s (including all Affiliates) maximum matching contribution obligation under the Cleco Corporation 401(k) Savings and Investment Plan, as the same may be amended from time to time, for each of the three years immediately following Executive’s termination of employment, determined as if Executive was credited with at least 1,000 hours of service in each such plan year, was employed as of the last day of each plan year, and contributed the maximum permissible amount under Code Section 402(g) in each such year, but determined using the amount in effect as of the date of Executive's termination of employment; such amount shall be paid in the form of a single-sum not later than 30 days after Executive’s termination of employment hereunder.

Termination in Connection with a Change in Control. If Executive’s employment is involuntarily terminated by the Company, without Cause, and other than on account of Executive’s death or Disability or Executive terminates his or her employment hereunder for Good Reason, either occurring during the 60-day period preceding or the 36-month period following a Change in Control, then notwithstanding any provision of this Agreement to the contrary and in lieu of any compensation or benefits otherwise provided or payable hereunder: a. The Company shall pay to Executive an amount equal to three times the sum of Executive’s annualized Base Compensation and target bonus, each determined immediately before the consummation of the Change in Control, which amount shall be payable in the form of a single-sum 30 days after Executive’s Termination Date or the first business day thereafter; b. The Company shall provide to Executive the benefit described in Section 3.1c hereof, subject to the terms and conditions set forth therein; c. The Company shall pay to Executive the amount described in Section 3.1d hereof, subject to the terms and conditions set forth therein, but for a period of 36 months, which amount shall be payable in the form of a single-sum 30 days after Executive’s Termination Date or the first business day thereafter; d. The Company shall pay to Executive an amount equal to three times the maximum matching contribution determined under the Cleco Corporation 401(k) Savings and Investment Plan, as the same may be amended or restated from time to time, determined as if Executive deferred thereunder the maximum amount permitted under Code Section 402(g); such amount shall be paid in the form of a single-sum payment 30 days after Executive’s Termination Date or the first business day thereafter; e. Vesting shall be accelerated, any restrictions shall lapse, and all target and opportunity performance objectives shall be deemed satisfied at the maximum level as to any then outstanding grant or award made under the Equity Incentive Plan and/or the 1990 Long-Term Incentive Compensation Planany successor plan; Executive shall further be entitled to such additional benefits or rights as may be provided in the documents evidencing such plans or the terms of any agreement evidencing such grant or award; and f. Executive shall be fully vested for purposes of any service or similar requirement imposed under the SERPSERP or other non-qualified retirement plan, regardless of the actual number of his or her years of service; Executive shall be credited with an additional three years of age for purposes of determining his or her benefit percentage under the SERP, but in no event shall such benefit percentage be less than 50%; and Executive shall be credited with an additional three years of age for purposes of determining any reduction taken with respect to benefits commencing before Executive’s normal retirement date (as defined in such plan).

Termination in Connection with a Change in Control. If Executive’s employment described herein is involuntarily terminated by the Company, without CauseCause (as defined in Section 3.3 hereof), and other than on account of Executive’s death or Disability or Executive terminates his or her employment hereunder for Good Reason, either occurring during Reason at any time within the 60-day period preceding or the 36-month period following a such Change in Control, then notwithstanding any provision of this Agreement to the contrary and in lieu of any compensation or benefits otherwise provided or payable hereunder: a. The Company shall pay to Executive the amount described in Section 3.1a in the form of a single-sum not later than three days after such termination. b. The Company shall pay an amount equal to three times the sum of Executive’s annualized Base Compensation and target bonus, each determined immediately before the consummation of the Change in Control, which amount shall be “base amount,” payable in the form of a single-sum not later than 30 days after such termination. For purposes of this agreement, “base amount” is defined as the Executive’s Termination Date or the first business day thereafter;current annual base compensation and target annual bonus. b. c. The Company shall provide to Executive and his dependents coverage under the benefit described in Section 3.1c hereof, subject Company’s or an Affiliate’s group medical plan for the same type and level of health benefits received by Executive and his dependents immediately prior to the terms and conditions set forth therein; c. The Company shall pay to Executive the amount described in Section 3.1d hereof, subject to the terms and conditions set forth therein, but such termination for a period of 36 monthsthree years or until Executive and/or his dependents obtain coverage under a reasonably satisfactory group health plan with no applicable preexisting condition limitation, which amount shall whichever comes first; such coverage to be payable in the form of a single-sum 30 days after Executive’s Termination Date or the first business day thereafter; d. The Company shall pay addition to any coverage available to Executive an amount equal to three times the maximum matching contribution determined under the Cleco Corporation 401(k) Savings and Investment Plan, as the same may be amended or restated from time to time, determined as if Executive deferred thereunder the maximum amount permitted his dependents under Code Section 402(g); such amount shall be paid in the form of a single-sum payment 30 days after Executive’s Termination Date or the first business day thereafter;4980B. e. d. Vesting shall be accelerated, any restrictions shall lapse, and all target and opportunity performance objectives shall be deemed satisfied at the maximum level as to any then outstanding grant grants or award awards made to Executive under the Equity Incentive Plan and/or the 1990 2000 Long-Term Incentive Compensation Plan; . Executive shall further be entitled to such additional benefits or rights as may be provided in the documents evidencing such plans or the terms of any agreement evidencing such grant or award; and. All payments and benefits to be provided by this section 4.2d shall be paid no later than March 15th of the calendar year following the calendar year in which such termination occurs. f. e. Executive shall be fully vested for purposes of any service or similar requirement imposed under the SERPSupplemental Plan, regardless of the actual number of his or her years of service; service attained by Executive. Executive shall be credited with an additional three years of age for purposes of determining his or her benefit percentage under the SERPSupplemental Plan, but in no event shall such benefit percentage be less than 50%; and Executive shall be credited with an additional three years of age for purposes of determining any reduction taken with respect to benefits commencing before Executive’s 's normal retirement date (as defined in such plan). f. If Executive’s principal office is located in Pineville, Louisiana, the Company shall, at the written request of Executive: i. Purchase his principal residence if such residence is located within 60 miles of the Company’s Pineville, Louisiana office (the “Principal Residence”) for an amount equal to the greater of (1) the purchase price of such Principal Residence plus the documented cost of any capital improvements to the Principal Residence made by Executive, or (2) the fair market value of such Principal Residence as determined by the Company’s usual relocation practice; and ii. Pay or reimburse Executive for the cost of relocating Executive, his family and their household goods and other personal property, in accordance with the Company’s usual relocation practice, to any location in the United States. Notwithstanding the foregoing, the Company shall not be obligated hereunder, unless, within 2 ½ months after the year in which occurs the termination of his employment with the Company (and its Affiliates), the Company is requested to purchase such Principal Residence or Executive has actually relocated from the Pineville, Louisiana area. Any payments by the Company pursuant to this Section 4.2f shall be made no later than March 15th of the calendar year following the calendar year in which Executive’s employment is terminated. g. The Company shall pay to Executive an amount equal to the Company’s (including all Affiliates) maximum matching contribution obligation under the Cleco Corporation 401(k) Savings and Investment Plan, as the same may be amended from time to time, for each of the three years immediately following Executive’s termination of employment, determined as if Executive was credited with at least 1,000 hours of service in each such plan year, was employed as of the last day of each plan year, and contributed the maximum permissible amount under Code Section 402(g) in each such year, but determined using the amount in effect as of the date of Executive's termination of employment; such amount shall be paid in the form of a single-sum not later than 30 days after Executive’s termination of employment hereunder.

Termination in Connection with a Change in Control. If Executive’s employment is involuntarily terminated by the Company, without Cause, and other than on account of Executive’s death or Disability or Executive terminates his or her employment hereunder for Good Reason, either occurring during the 60-day period preceding or the 36-month period following a Change in Control, then notwithstanding any provision of this Agreement to the contrary and in lieu of any compensation or benefits otherwise provided or payable hereunder: a. The Company shall pay to Executive an amount equal to three times the sum of Executive’s annualized Base Compensation and target bonus, each determined immediately before the consummation of the Change in Control, which amount shall be payable in the form of a single-sum 30 days after Executive’s Termination Date or the first business day thereafter; b. The Company shall provide to Executive the benefit described in Section 3.1c hereof, subject to the terms and conditions set forth therein; c. The Company shall pay to Executive the amount described in Section 3.1d hereof, subject to the terms and conditions set forth therein, but for a period of 36 months, which amount shall be payable in the form of a single-sum 30 days after Executive’s Termination Date or the first business day thereafter; d. The Company shall pay to Executive an amount equal to three times the maximum matching contribution determined under the Cleco Corporation 401(k) Savings and Investment Plan, as the same may be amended or restated from time to time, determined as if Executive deferred thereunder the maximum amount permitted under Code Section 402(g); such amount shall be paid in the form of a single-sum payment 30 days after Executive’s Termination Date or the first business day thereafter; e. Vesting shall be accelerated, any restrictions shall lapse, and all target and opportunity performance objectives shall be deemed satisfied at the maximum level as to any then outstanding grant or award made under the Equity Incentive Plan and/or the 1990 2000 Long-Term Incentive Compensation Plan; Executive shall further be entitled to such additional benefits or rights as may be provided in the documents evidencing such plans or the terms of any agreement evidencing such grant or award; and f. Executive shall be fully vested for purposes of any service or similar requirement imposed under the SERP, regardless of the actual number of his or her years of service; Executive shall be credited with an additional three years of age for purposes of determining his or her benefit percentage under the SERP, but in no event shall such benefit percentage be less than 50%; and Executive shall be credited with an additional three years of age for purposes of determining any reduction taken with respect to benefits commencing before Executive’s normal retirement date (as defined in such plan).

Termination in Connection with a Change in Control. If Executive’s 's employment described herein is involuntarily terminated by the Company, without CauseCause (as defined in Section 3.3 hereof), and other than on account of Executive’s death or Disability or Executive terminates his or her employment hereunder for Good Reason, either occurring during Reason at any time within the 60-day period preceding or the 36-month period following a such Change in Control, then notwithstanding any provision of this Agreement to the contrary and in lieu of any compensation or benefits otherwise provided or payable hereunder: a. The Company shall pay to Executive the amount described in Section 3.1a in the form of a single-sum not later than three days after such termination. b. The Company shall pay an amount equal to three times the sum of Executive’s annualized Base Compensation and target bonus, each determined immediately before the consummation of the Change in Control, which amount shall be 's "base amount," payable in the form of a single-sum not later than 30 days after such termination. For purposes of this agreement, "base amount" is defined as the Executive’s Termination Date or the first business day thereafter;'s current annual base compensation and target annual bonus. b. c. The Company shall provide to Executive and her dependents coverage under the benefit described in Section 3.1c hereof, subject Company's or an Affiliate's group medical plan for the same type and level of health benefits received by Executive and her dependents immediately prior to the terms and conditions set forth therein; c. The Company shall pay to Executive the amount described in Section 3.1d hereof, subject to the terms and conditions set forth therein, but such termination for a period of 36 monthsthree years or until Executive and/or her dependents obtain coverage under a reasonably satisfactory group health plan with no applicable preexisting condition limitation, which amount shall whichever comes first; such coverage to be payable in the form of a single-sum 30 days after Executive’s Termination Date or the first business day thereafter; d. The Company shall pay addition to any coverage available to Executive an amount equal to three times the maximum matching contribution determined under the Cleco Corporation 401(k) Savings and Investment Plan, as the same may be amended or restated from time to time, determined as if Executive deferred thereunder the maximum amount permitted her dependents under Code Section 402(g); such amount shall be paid in the form of a single-sum payment 30 days after Executive’s Termination Date or the first business day thereafter;4980B. e. d. Vesting shall be accelerated, any restrictions shall lapse, and all target and opportunity performance objectives shall be deemed satisfied at the maximum level as to any then outstanding grant grants or award awards made to Executive under the Equity 2000 Long-Term Incentive Compensation Plan and/or the 1990 Long-Term Incentive Compensation Plan; . Executive shall further be entitled to such additional benefits or rights as may be provided in the documents evidencing such plans or the terms of any agreement evidencing such grant or award; and. f. e. Executive shall be fully vested for purposes of any service or similar requirement imposed under the SERPSupplemental Plan, regardless of the actual number of his or her years of service; service attained by Executive. Executive shall be credited with an additional three years of age for purposes of determining his or her benefit percentage under the SERPSupplemental Plan, but in no event shall such benefit percentage be less than 50%; and Executive shall be credited with an additional three years of age for purposes of determining any reduction taken with respect to benefits commencing before Executive’s 's normal retirement date (as defined in such plan). f. If Executive's principal office is located in Pineville, Louisiana, the Company shall, at the written request of Executive: i. Purchase her principal residence if such residence is located within 60 miles of the Company's Pineville, Louisiana office (the "Principal Residence") for an amount equal to the greater of (1) the purchase price of such Principal Residence plus the documented cost of any capital improvements to the Principal Residence made by Executive, or (2) the fair market value of such Principal Residence as determined by the Company's usual relocation practice; and ii. Pay or reimburse Executive for the cost of relocating Executive, her family and their household goods and other personal property, in accordance with the Company's usual relocation practice, to any location in the United States. Notwithstanding the foregoing, the Company shall not be obligated hereunder, unless, within 12 months after the termination of her employment with the Company (and its Affiliates), the Company is requested to purchase such Principal Residence or Executive has actually relocated from the Pineville, Louisiana area. g. The Company shall pay to Executive an amount equal to the Company's (including all Affiliates) maximum matching contribution obligation under the Cleco Corporation 401(k) Savings and Investment Plan, as the same may be amended from time to time, for each of the three years immediately following Executive's termination of employment, determined as if Executive was credited with at least 1,000 hours of service in each such plan year, was employed as of the last day of each plan year, and contributed the maximum permissible amount under Code Section 402(g) in each such year, but determined using the amount in effect as of the date of Executive's termination of employment; such amount shall be paid in the form of a single-sum not later than 30 days after Executive's termination of employment hereunder.

Termination in Connection with a Change in Control. If Executive’s employment described herein is involuntarily terminated by the Company, without CauseCause (as defined in Section 3.3 hereof), and other than on account of Executive’s death or Disability or Executive terminates his or her employment hereunder for Good Reason, either occurring during Reason at any time within the 60-day period preceding or the 36-month period following a such Change in Control, then notwithstanding any provision of this Agreement to the contrary and in lieu of any compensation or benefits otherwise provided or payable hereunder: a. The Company shall pay to Executive the amount described in Section 3.1a in the form of a single-sum not later than three days after such termination. b. The Company shall pay an amount equal to three times the sum of Executive’s annualized Base Compensation and target bonus, each determined immediately before the consummation of the Change in Control, which amount shall be “base amount,” payable in the form of a single-sum not later than 30 days after such termination. For purposes of this agreement, “base amount” is defined as the Executive’s Termination Date or the first business day thereafter;current annual base compensation and target annual bonus. b. c. The Company shall provide to Executive and his dependents coverage under the benefit described in Section 3.1c hereof, subject Company’s or an Affiliate’s group medical plan for the same type and level of health benefits received by Executive and his dependents immediately prior to the terms and conditions set forth therein; c. The Company shall pay to Executive the amount described in Section 3.1d hereof, subject to the terms and conditions set forth therein, but such termination for a period of 36 monthsthree years or until Executive and/or his dependents obtain coverage under a reasonably satisfactory group health plan with no applicable preexisting condition limitation, which amount shall whichever comes first; such coverage to be payable in the form of a single-sum 30 days after Executive’s Termination Date or the first business day thereafter; d. The Company shall pay addition to any coverage available to Executive an amount equal to three times the maximum matching contribution determined under the Cleco Corporation 401(k) Savings and Investment Plan, as the same may be amended or restated from time to time, determined as if Executive deferred thereunder the maximum amount permitted his dependents under Code Section 402(g); such amount shall be paid in the form of a single-sum payment 30 days after Executive’s Termination Date or the first business day thereafter;4980B. e. d. Vesting shall be accelerated, any restrictions shall lapse, and all target and opportunity performance objectives shall be deemed satisfied at the maximum level as to any then outstanding grant grants or award awards made to Executive under the Equity 2000 Long-Term Incentive Compensation Plan and/or the 1990 Long-Term Incentive Compensation Plan; . Executive shall further be entitled to such additional benefits or rights as may be provided in the documents evidencing such plans or the terms of any agreement evidencing such grant or award; and. f. e. Executive shall be fully vested for purposes of any service or similar requirement imposed under the SERPSupplemental Plan, regardless of the actual number of his or her years of service; service attained by Executive. Executive shall be credited with an additional three years of age for purposes of determining his or her benefit percentage under the SERPSupplemental Plan, but in no event shall such benefit percentage be less than 50%; and Executive shall be credited with an additional three years of age for purposes of determining any reduction taken with respect to benefits commencing before Executive’s 's normal retirement date (as defined in such plan). f. If Executive’s principal office is located in Pineville, Louisiana, the Company shall, at the written request of Executive: i. Purchase his principal residence if such residence is located within 60 miles of the Company’s Pineville, Louisiana office (the “Principal Residence”) for an amount equal to the greater of (1) the purchase price of such Principal Residence plus the documented cost of any capital improvements to the Principal Residence made by Executive, or (2) the fair market value of such Principal Residence as determined by the Company’s usual relocation practice; and ii. Pay or reimburse Executive for the cost of relocating Executive, his family and their household goods and other personal property, in accordance with the Company’s usual relocation practice, to any location in the United States. Notwithstanding the foregoing, the Company shall not be obligated hereunder, unless, within 12 months after the termination of his employment with the Company (and its Affiliates), the Company is requested to purchase such Principal Residence or Executive has actually relocated from the Pineville, Louisiana area. g. The Company shall pay to Executive an amount equal to the Company’s (including all Affiliates) maximum matching contribution obligation under the Cleco Corporation 401(k) Savings and Investment Plan, as the same may be amended from time to time, for each of the three years immediately following Executive’s termination of employment, determined as if Executive was credited with at least 1,000 hours of service in each such plan year, was employed as of the last day of each plan year, and contributed the maximum permissible amount under Code Section 402(g) in each such year, but determined using the amount in effect as of the date of Executive's termination of employment; such amount shall be paid in the form of a single-sum not later than 30 days after Executive’s termination of employment hereunder.

Termination in Connection with a Change in Control. If Executive’s 's employment described herein is involuntarily terminated by the Company, without CauseCause (as defined in Section 3.3 hereof), and other than on account of Executive’s death or Disability or Executive terminates his or her employment hereunder for Good Reason, either occurring during Reason at any time within the 60-day period preceding or the 36-month period following a such Change in Control, then notwithstanding any provision of this Agreement to the contrary and in lieu of any compensation or benefits otherwise provided or payable hereunder: a. The Company shall pay to Executive an the amount equal to three times the sum of Executive’s annualized Base Compensation and target bonus, each determined immediately before the consummation of the Change described in Control, which amount shall be payable Section 3.1a in the form of a single-sum 30 not later than three days after Executive’s Termination Date or the first business day thereafter;such termination. b. The Company shall provide to Executive the benefit described in Section 3.1c hereof, subject to the terms and conditions set forth therein; c. The Company shall pay to Executive the amount described in Section 3.1d hereofin the form of a single-sum not later than 30 days after such termination. c. The Company shall pay an amount equal to three times Executive's "base amount" as determined under Code Section 280G, subject to the terms and conditions set forth therein, but for a period of 36 months, which amount shall be payable in the form of a single-sum not later than 30 days after Executive’s Termination Date or the first business day thereafter;such termination. d. The Company shall pay provide to Executive an amount equal to three times the maximum matching contribution determined and her dependents coverage under the Cleco Corporation 401(k) Savings and Investment Plan, as Company's or an Affiliate's group medical plan for the same may type and level of health benefits received by Executive and her dependents immediately prior to such termination for a period of three years or until Executive and/or her dependents obtain coverage under a reasonably satisfactory group health plan with no applicable preexisting condition limitation, whichever comes first; such coverage to be amended or restated from time in addition to time, determined as if any coverage available to Executive deferred thereunder the maximum amount permitted and her dependents under Code Section 402(g); such amount shall be paid in the form of a single-sum payment 30 days after Executive’s Termination Date or the first business day thereafter;4980B. e. Vesting shall be accelerated, any restrictions shall lapse, and all target and opportunity performance objectives shall be deemed satisfied at the maximum level as to any then outstanding grant grants or award awards made to Executive under the Equity 2000 Long-Term Incentive Compensation Plan and/or the 1990 Long-Term Incentive Compensation Plan; . Executive shall further be entitled to such additional benefits or rights as may be provided in the documents evidencing such plans or the terms of any agreement evidencing such grant or award; and. f. Executive shall be fully vested for purposes of any service or similar requirement imposed under the SERPSupplemental Plan, regardless of the actual number of his or her years of service; service attained by Executive. Executive shall be credited with an additional three years of age for purposes of determining his or her benefit percentage under the SERPSupplemental Plan, but in no event shall such benefit percentage be less than 50%; and Executive shall be credited with an additional three years of age for purposes of determining any reduction taken with respect to benefits commencing before Executive’s 's normal retirement date (as defined in such plan). g. If Executive's principal office is located in Pineville, Louisiana, the Company shall, at the written request of Executive: i. Purchase her principal residence if such residence is located within 60 miles of the Company's Pineville, Louisiana office (the "Principal Residence") for an amount equal to the greater of (1) the purchase price of such Principal Residence plus the documented cost of any capital improvements to the Principal Residence made by Executive, or (2) the fair market value of such Principal Residence as determined by the Company's usual relocation practice; and ii. Pay or reimburse Executive for the cost of relocating Executive, her family and their household goods and other personal property, in accordance with the Company's usual relocation practice, to any location in the United States. Notwithstanding the foregoing, the Company shall not be obligated hereunder, unless, within 12 months after the termination of her employment with the Company (and its Affiliates), the Company is requested to purchase such Principal Residence or Executive has actually relocated from the Pineville, Louisiana area. h. The Company shall pay to Executive an amount equal to the Company's (including all Affiliates) maximum matching contribution obligation under the Cleco Corporation 401(k) Savings and Investment Plan, as the same may be amended from time to time, for each of the three years immediately following Executive's termination of employment, determined as if Executive was credited with at least 1,000 hours of service in each such plan year, was employed as of the last day of each plan year, and contributed the maximum permissible amount under Code Section 402(g) in each such year, but determined using the amount in effect as of the date of Executive's termination of employment; such amount shall be paid in the form of a single-sum not later than 30 days after Executive's termination of employment hereunder.

Termination in Connection with a Change in Control. If Executive’s 's employment described herein is involuntarily terminated by the Company, without CauseCause (as defined in Section 3.3 hereof), and other than on account of Executive’s death or Disability or Executive terminates his or her employment hereunder for Good Reason, either occurring during Reason at any time within the 60-day period preceding or the 36-month period following a such Change in Control, then notwithstanding any provision of this Agreement to the contrary and in lieu of any compensation or benefits otherwise provided or payable hereunder: a. The Company shall pay to Executive the amount described in Section 3.1a in the form of a single-sum not later than three days after such termination. b. The Company shall pay an amount equal to three times the sum of Executive’s annualized Base Compensation and target bonus, each determined immediately before the consummation of the Change in Control, which amount shall be 's "base amount," payable in the form of a single-sum not later than 30 days after such termination. For purposes of this agreement, "base amount" is defined as the Executive’s Termination Date or the first business day thereafter;'s current annual base compensation and target annual bonus. b. c. The Company shall provide to Executive and her dependents coverage under the benefit described in Section 3.1c hereof, subject Company's or an Affiliate's group medical plan for the same type and level of health benefits received by Executive and her dependents immediately prior to the terms and conditions set forth therein; c. The Company shall pay to Executive the amount described in Section 3.1d hereof, subject to the terms and conditions set forth therein, but such termination for a period of 36 monthsthree years or until Executive and/or her dependents obtain coverage under a reasonably satisfactory group health plan with no applicable preexisting condition limitation, which amount shall whichever comes first; such coverage to be payable in the form of a single-sum 30 days after Executive’s Termination Date or the first business day thereafter; d. The Company shall pay addition to any coverage available to Executive an amount equal to three times the maximum matching contribution determined under the Cleco Corporation 401(k) Savings and Investment Plan, as the same may be amended or restated from time to time, determined as if Executive deferred thereunder the maximum amount permitted her dependents under Code Section 402(g); such amount shall be paid in the form of a single-sum payment 30 days after Executive’s Termination Date or the first business day thereafter;4980B. e. d. Vesting shall be accelerated, any restrictions shall lapse, and all target and opportunity performance objectives shall be deemed satisfied at the maximum level as to any then outstanding grant grants or award awards made to Executive under the Equity Incentive Plan and/or the 1990 2000 Long-Term Incentive Compensation Plan; . Executive shall further be entitled to such additional benefits or rights as may be provided in the documents evidencing such plans or the terms of any agreement evidencing such grant or award; and. f. e. Executive shall be fully vested for purposes of any service or similar requirement imposed under the SERPSupplemental Plan, regardless of the actual number of his or her years of service; service attained by Executive. Executive shall be credited with an additional three years of age for purposes of determining his or her benefit percentage under the SERPSupplemental Plan, but in no event shall such benefit percentage be less than 50%; and Executive shall be credited with an additional three years of age for purposes of determining any reduction taken with respect to benefits commencing before Executive’s 's normal retirement date (as defined in such plan). f. If Executive's principal office is located in Pineville, Louisiana, the Company shall, at the written request of Executive: i. Purchase her principal residence if such residence is located within 60 miles of the Company's Pineville, Louisiana office (the "Principal Residence") for an amount equal to the greater of (1) the purchase price of such Principal Residence plus the documented cost of any capital improvements to the Principal Residence made by Executive, or (2) the fair market value of such Principal Residence as determined by the Company's usual relocation practice; and ii. Pay or reimburse Executive for the cost of relocating Executive, her family and their household goods and other personal property, in accordance with the Company's usual relocation practice, to any location in the United States. Notwithstanding the foregoing, the Company shall not be obligated hereunder, unless, within 12 months after the termination of her employment with the Company (and its Affiliates), the Company is requested to purchase such Principal Residence or Executive has actually relocated from the Pineville, Louisiana area. g. The Company shall pay to Executive an amount equal to the Company's (including all Affiliates) maximum matching contribution obligation under the Cleco Corporation 401(k) Savings and Investment Plan, as the same may be amended from time to time, for each of the three years immediately following Executive's termination of employment, determined as if Executive was credited with at least 1,000 hours of service in each such plan year, was employed as of the last day of each plan year, and contributed the maximum permissible amount under Code Section 402(g) in each such year, but determined using the amount in effect as of the date of Executive's termination of employment; such amount shall be paid in the form of a single-sum not later than 30 days after Executive's termination of employment hereunder.

Termination in Connection with a Change in Control. If Executive’s employment is involuntarily terminated by the Company, without Cause, and other than on account of Executive’s death or Disability or Executive terminates his or her employment hereunder for Good Reason, either occurring during the 60-day period preceding or the 36-month period following a Change in Control, then notwithstanding any provision of this Agreement to the contrary and in lieu of any compensation or benefits otherwise provided or payable hereunder: a. The Company shall pay to Executive an amount equal to three times the sum of Executive’s annualized Base Compensation and target bonus, each determined immediately before the consummation of the Change in Control, which amount shall be payable in the form of a single-sum 30 days after Executive’s Termination Date or the first business day thereafter; b. The Company shall provide to Executive the benefit described in Section 3.1c hereof, subject to the terms and conditions set forth therein; c. The Company shall pay to Executive the amount described in Section 3.1d hereof, subject to the terms and conditions set forth therein, but for a period of 36 months, which amount shall be payable in the form of a single-sum 30 days after Executive’s Termination Date or the first business day thereafter; d. The Company shall pay to Executive an amount equal to three times the maximum matching contribution determined under the Cleco Corporation 401(k) Savings and Investment Plan, as the same may be amended or restated from time to time, determined as if Executive deferred thereunder the maximum amount permitted under Code Section 402(g); such amount shall be paid in the form of a single-sum payment 30 days after Executive’s Termination Date or the first business day thereafter; e. Vesting shall be accelerated, any restrictions shall lapse, and all target and opportunity performance objectives shall be deemed satisfied at the maximum level as to any then outstanding grant or award made under the Equity Incentive Plan and/or the 1990 Long-Long- Term Incentive Compensation Plan; Executive shall further be entitled to such additional benefits or rights as may be provided in the documents evidencing such plans or the terms of any agreement evidencing such grant or award; and f. Executive shall be fully vested for purposes of any service or similar requirement imposed under the SERP, regardless of the actual number of his or her years of service; Executive shall be credited with an additional three years of age for purposes of determining his or her benefit percentage under the SERP, but in no event shall such benefit percentage be less than 50%; and Executive shall be credited with an additional three years of age for purposes of determining any reduction taken with respect to benefits commencing before Executive’s normal retirement date (as defined in such plan).

Termination in Connection with a Change in Control. If Executive’s 's employment described herein is involuntarily terminated by the Company, without CauseCause (as defined in Section 3.3 hereof), and other than on account of Executive’s death or Disability or Executive terminates his or her employment hereunder for Good Reason, either occurring during Reason at any time within the 60-day period preceding or the 36-month period following a such Change in Control, then notwithstanding any provision of this Agreement to the contrary and in lieu of any compensation or benefits otherwise provided or payable hereunder: a. The Company shall pay to Executive an the amount equal to three times the sum of Executive’s annualized Base Compensation and target bonus, each determined immediately before the consummation of the Change described in Control, which amount shall be payable Section 3.1a in the form of a single-sum 30 not later than three days after Executive’s Termination Date or the first business day thereafter;such termination. b. The Company shall provide to Executive the benefit described in Section 3.1c hereof, subject to the terms and conditions set forth therein; c. The Company shall pay to Executive the amount described in Section 3.1d hereofin the form of a single-sum not later than 30 days after such termination. c. The Company shall pay an amount equal to three times Executive's "base amount" as determined under Code Section 280G, subject to the terms and conditions set forth therein, but for a period of 36 months, which amount shall be payable in the form of a single-sum not later than 30 days after Executive’s Termination Date or the first business day thereafter;such termination. d. The Company shall pay provide to Executive an amount equal to three times the maximum matching contribution determined and his dependents coverage under the Cleco Corporation 401(k) Savings and Investment Plan, as Company's or an Affiliate's group medical plan for the same may type and level of health benefits received by Executive and his dependents immediately prior to such termination for a period of three years or until Executive and/or his dependents obtain coverage under a reasonably satisfactory group health plan with no applicable preexisting condition limitation, whichever comes first; such coverage to be amended or restated from time in addition to time, determined as if any coverage available to Executive deferred thereunder the maximum amount permitted and his dependents under Code Section 402(g); such amount shall be paid in the form of a single-sum payment 30 days after Executive’s Termination Date or the first business day thereafter;4980B. e. Vesting shall be accelerated, any restrictions shall lapse, and all target and opportunity performance objectives shall be deemed satisfied at the maximum level as to any then outstanding grant grants or award awards made to Executive under the Equity 2000 Long-Term Incentive Compensation Plan and/or the 1990 Long-Term Incentive Compensation Plan; . Executive shall further be entitled to such additional benefits or rights as may be provided in the documents evidencing such plans or the terms of any agreement evidencing such grant or award; and. f. Executive shall be fully vested for purposes of any service or similar requirement imposed under the SERPSupplemental Plan, regardless of the actual number of his or her years of service; service attained by Executive. Executive shall be credited with an additional three years of age for purposes of determining his or her benefit percentage under the SERPSupplemental Plan, but in no event shall such benefit percentage be less than 50%; and Executive shall be credited with an additional three years of age for purposes of determining any reduction taken with respect to benefits commencing before Executive’s 's normal retirement date (as defined in such plan). g. If Executive's principal office is located in Pineville, Louisiana, the Company shall, at the written request of Executive: i. Purchase his principal residence if such residence is located within 60 miles of the Company's Pineville, Louisiana office (the "Principal Residence") for an amount equal to the greater of (1) the purchase price of such Principal Residence plus the documented cost of any capital improvements to the Principal Residence made by Executive, or (2) the fair market value of such Principal Residence as determined by the Company's usual relocation practice; and ii. Pay or reimburse Executive for the cost of relocating Executive, his family and their household goods and other personal property, in accordance with the Company's usual relocation practice, to any location in the United States. Notwithstanding the foregoing, the Company shall not be obligated hereunder, unless, within 12 months after the termination of his employment with the Company (and its Affiliates), the Company is requested to purchase such Principal Residence or Executive has actually relocated from the Pineville, Louisiana area. h. The Company shall pay to Executive an amount equal to the Company's (including all Affiliates) maximum matching contribution obligation under the Cleco Corporation 401(k) Savings and Investment Plan, as the same may be amended from time to time, for each of the three years immediately following Executive's termination of employment, determined as if Executive was credited with at least 1,000 hours of service in each such plan year, was employed as of the last day of each plan year, and contributed the maximum permissible amount under Code Section 402(g) in each such year, but determined using the amount in effect as of the date of Executive's termination of employment; such amount shall be paid in the form of a single-sum not later than 30 days after Executive's termination of employment hereunder.

Termination in Connection with a Change in Control. If Executive’s 's employment described herein is involuntarily terminated by the Company, without CauseCause (as defined in Section 3.3 hereof), and other than on account of Executive’s death or Disability or Executive terminates his or her employment hereunder for Good Reason, either occurring during Reason at any time within the 60-day period preceding or the 36-month period following a such Change in Control, then notwithstanding any provision of this Agreement to the contrary and in lieu of any compensation or benefits otherwise provided or payable hereunder: a. The Company shall pay to Executive the amount described in Section 3.1a in the form of a single-sum not later than three days after such termination. b. The Company shall pay an amount equal to three times the sum of Executive’s annualized Base Compensation and target bonus, each determined immediately before the consummation of the Change in Control, which amount shall be 's "base amount," payable in the form of a single-sum not later than 30 days after such termination. For purposes of this agreement, "base amount" is defined as the Executive’s Termination Date or the first business day thereafter;'s current annual base compensation and target annual bonus. b. c. The Company shall provide to Executive and his dependents coverage under the benefit described in Section 3.1c hereof, subject Company's or an Affiliate's group medical plan for the same type and level of health benefits received by Executive and his dependents immediately prior to the terms and conditions set forth therein; c. The Company shall pay to Executive the amount described in Section 3.1d hereof, subject to the terms and conditions set forth therein, but such termination for a period of 36 monthsthree years or until Executive and/or his dependents obtain coverage under a reasonably satisfactory group health plan with no applicable preexisting condition limitation, which amount shall whichever comes first; such coverage to be payable in the form of a single-sum 30 days after Executive’s Termination Date or the first business day thereafter; d. The Company shall pay addition to any coverage available to Executive an amount equal to three times the maximum matching contribution determined under the Cleco Corporation 401(k) Savings and Investment Plan, as the same may be amended or restated from time to time, determined as if Executive deferred thereunder the maximum amount permitted his dependents under Code Section 402(g); such amount shall be paid in the form of a single-sum payment 30 days after Executive’s Termination Date or the first business day thereafter;4980B. e. d. Vesting shall be accelerated, any restrictions shall lapse, and all target and opportunity performance objectives shall be deemed satisfied at the maximum level as to any then outstanding grant grants or award awards made to Executive under the Equity Incentive Plan and/or the 1990 2000 Long-Term Incentive Compensation Plan; . Executive shall further be entitled to such additional benefits or rights as may be provided in the documents evidencing such plans or the terms of any agreement evidencing such grant or award; and. f. e. Executive shall be fully vested for purposes of any service or similar requirement imposed under the SERPSupplemental Plan, regardless of the actual number of his or her years of service; service attained by Executive. Executive shall be credited with an additional three years of age for purposes of determining his or her benefit percentage under the SERPSupplemental Plan, but in no event shall such benefit percentage be less than 50%; and Executive shall be credited with an additional three years of age for purposes of determining any reduction taken with respect to benefits commencing before Executive’s 's normal retirement date (as defined in such plan). f. If Executive's principal office is located in Pineville, Louisiana, the Company shall, at the written request of Executive: i. Purchase his principal residence if such residence is located within 60 miles of the Company's Pineville, Louisiana office (the "Principal Residence") for an amount equal to the greater of (1) the purchase price of such Principal Residence plus the documented cost of any capital improvements to the Principal Residence made by Executive, or (2) the fair market value of such Principal Residence as determined by the Company's usual relocation practice; and ii. Pay or reimburse Executive for the cost of relocating Executive, his family and their household goods and other personal property, in accordance with the Company's usual relocation practice, to any location in the United States. Notwithstanding the foregoing, the Company shall not be obligated hereunder, unless, within 12 months after the termination of his employment with the Company (and its Affiliates), the Company is requested to purchase such Principal Residence or Executive has actually relocated from the Pineville, Louisiana area. g. The Company shall pay to Executive an amount equal to the Company's (including all Affiliates) maximum matching contribution obligation under the Cleco Corporation 401(k) Savings and Investment Plan, as the same may be amended from time to time, for each of the three years immediately following Executive's termination of employment, determined as if Executive was credited with at least 1,000 hours of service in each such plan year, was employed as of the last day of each plan year, and contributed the maximum permissible amount under Code Section 402(g) in each such year, but determined using the amount in effect as of the date of Executive's termination of employment; such amount shall be paid in the form of a single-sum not later than 30 days after Executive's termination of employment hereunder.

Termination in Connection with a Change in Control. If Executive’s 's employment described herein is involuntarily terminated by the Company, without CauseCause (as defined in Section 3.3 hereof), and other than on account of Executive’s death or Disability or Executive terminates his or her employment hereunder for Good Reason, either occurring during Reason at any time within the 60-day period preceding or the 36-month period following a such Change in Control, then notwithstanding any provision of this Agreement to the contrary and in lieu of any compensation or benefits otherwise provided or payable hereunder: a. The Company shall pay to Executive the amount described in Section 3.1a in the form of a single-sum not later than three days after such termination. b. The Company shall pay an amount equal to three times the sum of Executive’s annualized Base Compensation and target bonus, each determined immediately before the consummation of the Change in Control, which amount shall be 's "base amount," payable in the form of a single-sum not later than 30 days after such termination. For purposes of this agreement, "base amount" is defined as the Executive’s Termination Date or the first business day thereafter;'s current annual base compensation and target annual bonus. b. c. The Company shall provide to Executive and his dependents coverage under the benefit described in Section 3.1c hereof, subject Company's or an Affiliate's group medical plan for the same type and level of health benefits received by Executive and his dependents immediately prior to the terms and conditions set forth therein; c. The Company shall pay to Executive the amount described in Section 3.1d hereof, subject to the terms and conditions set forth therein, but such termination for a period of 36 monthsthree years or until Executive and/or his dependents obtain coverage under a reasonably satisfactory group health plan with no applicable preexisting condition limitation, which amount shall whichever comes first; such coverage to be payable in the form of a single-sum 30 days after Executive’s Termination Date or the first business day thereafter; d. The Company shall pay addition to any coverage available to Executive an amount equal to three times the maximum matching contribution determined under the Cleco Corporation 401(k) Savings and Investment Plan, as the same may be amended or restated from time to time, determined as if Executive deferred thereunder the maximum amount permitted his dependents under Code Section 402(g); such amount shall be paid in the form of a single-sum payment 30 days after Executive’s Termination Date or the first business day thereafter;4980B. e. d. Vesting shall be accelerated, any restrictions shall lapse, and all target and opportunity performance objectives shall be deemed satisfied at the maximum level as to any then outstanding grant grants or award awards made to Executive under the Equity 2000 Long-Term Incentive Compensation Plan and/or the 1990 Long-Term Incentive Compensation Plan; . Executive shall further be entitled to such additional benefits or rights as may be provided in the documents evidencing such plans or the terms of any agreement evidencing such grant or award; and. f. e. Executive shall be fully vested for purposes of any service or similar requirement imposed under the SERPSupplemental Plan, regardless of the actual number of his or her years of service; service attained by Executive. Executive shall be credited with an additional three years of age for purposes of determining his or her benefit percentage under the SERPSupplemental Plan, but in no event shall such benefit percentage be less than 50%; and Executive shall be credited with an additional three years of age for purposes of determining any reduction taken with respect to benefits commencing before Executive’s 's normal retirement date (as defined in such plan). f. If Executive's principal office is located in Pineville, Louisiana, the Company shall, at the written request of Executive: i. Purchase his principal residence if such residence is located within 60 miles of the Company's Pineville, Louisiana office (the "Principal Residence") for an amount equal to the greater of (1) the purchase price of such Principal Residence plus the documented cost of any capital improvements to the Principal Residence made by Executive, or (2) the fair market value of such Principal Residence as determined by the Company's usual relocation practice; and ii. Pay or reimburse Executive for the cost of relocating Executive, his family and their household goods and other personal property, in accordance with the Company's usual relocation practice, to any location in the United States. Notwithstanding the foregoing, the Company shall not be obligated hereunder, unless, within 12 months after the termination of his employment with the Company (and its Affiliates), the Company is requested to purchase such Principal Residence or Executive has actually relocated from the Pineville, Louisiana area. g. The Company shall pay to Executive an amount equal to the Company's (including all Affiliates) maximum matching contribution obligation under the Cleco Corporation 401(k) Savings and Investment Plan, as the same may be amended from time to time, for each of the three years immediately following Executive's termination of employment, determined as if Executive was credited with at least 1,000 hours of service in each such plan year, was employed as of the last day of each plan year, and contributed the maximum permissible amount under Code Section 402(g) in each such year, but determined using the amount in effect as of the date of Executive's termination of employment; such amount shall be paid in the form of a single-sum not later than 30 days after Executive's termination of employment hereunder.