AMENDMENT TO RETENTION AGREEMENT
Exhibit
10(a)101
AMENDMENT
TO
THIS INSTRUMENT, effective
January 1, 2010, by and between Entergy Corporation, a Delaware corporation
(“Company”) and Xxx X. Xxxxxxx (“Executive”), hereby constitutes an amendment to
the Retention Agreement entered into by and between the Company and Executive
and effective on August 3, 2006 (“Agreement”). Except as otherwise
provided herein, the Agreement and any prior amendments thereto shall remain in
full force and effect in accordance with their original terms and
conditions.
WHEREAS, Executive may become
eligible, while he is considered a “covered employee” (as defined in Code
Section 162(m)), for certain severance benefits under this Agreement that are
determined in whole or in part by reference to Executive’s “EAIP target award,”
and/or “Target LTIP Award”; and
WHEREAS, effective January 1,
2010 and pursuant to Revenue Ruling 2008-13, payments under the EAIP and/or
under the LTIP may not satisfy the Code Section 162(m) exception for
“performance based” compensation if the EAIP and/or LTIP provide directly or
through another plan or agreement that the EAIP or LTIP award is payable to a
“covered employee” upon termination of employment and without regard to whether
the performance goals are satisfied; and
WHEREAS, Company and Executive
now desire to amend the Agreement to ensure compliance with Revenue Ruling
2008-13, to the extent applicable, with respect to severance benefits that may
become payable under this Agreement and that are based in whole or in part on
Executive’s EAIP target award and/or Target LTIP Award; and
WHEREAS, the Personnel
Committee of the Board of Directors of Company has authorized the undersigned
Company Officer to execute this Amendment to the Agreement.
NOW THEREFORE, in
consideration of the promises and mutual covenants herein contained, Company and
Executive hereby agree to amend the Agreement by redefining the terms “Severance
Payment” and “Target LTIP Award,” effective January 1, 2010, as
follows:
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16.26
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Severance
Payment shall mean the payment of a lump sum severance payment, in
cash, equal to the product of 2.99 times the sum of: (a)
Executive’s annual base salary as in effect at any time within one year
prior to the effective date of the Agreement or, if higher, immediately
prior to a circumstance constituting Good Reason plus (b) the higher of:
(i) the annual incentive award actually awarded to the Executive under the
EAIP for Company’s fiscal year immediately preceding the fiscal year in
which Executive’s Date of Termination occurs; or (ii) the EAIP
target award for the Executive for Company’s fiscal year in which the
effective date of the Agreement occurs. Such Severance Payment
shall be made in accordance with the short term deferral exception of Code
Section 409A regulations.
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16.30
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Target LTIP
Award shall mean the average annual number of performance share
units Executive is entitled to receive under the LTIP with respect to the
two most recent performance periods (as defined in the applicable program
or plan) that precede and do not include the Date of
Termination. Such average annual number of performance share
units shall be determined by dividing by two the sum of the annual target
pay out levels under the LTIP with respect to such two most recent
performance periods.
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IN WITNESS WHEREOF, the
parties have executed this Amendment on this 16th day of December, 2009, but
effective as of the date above written.
ENTERGY
CORPORATION EXECUTIVE
Through
its Duly Authorized Officer
By:
/s/ Xxxxx X.
Xxxxxxx By: /s/ Xxx X.
Xxxxxxx
Xxxxx X.
Xxxxxxx Xxx X. Xxxxxxx
Senior Vice-President,
Human Executive
Vice President and
Resources and
Administration Chief
Financial Officer,
Entergy
Corporation
