CENTERPOINT ENERGY, INC. 2009 LONG TERM INCENTIVE PLAN QUALIFIED PERFORMANCE AWARD AGREEMENT JANUARY 1, 20XX — DECEMBER 31, 20XX PERFORMANCE CYCLE
Exhibit 10.1
CENTERPOINT ENERGY, INC.
2009 LONG TERM INCENTIVE PLAN
2009 LONG TERM INCENTIVE PLAN
QUALIFIED PERFORMANCE AWARD AGREEMENT
JANUARY 1, 20XX — DECEMBER 31, 20XX PERFORMANCE CYCLE
JANUARY 1, 20XX — DECEMBER 31, 20XX PERFORMANCE CYCLE
Pursuant to this Qualified Performance Award Agreement (the “Award Agreement”),
CenterPoint Energy, Inc. (the “Company”) hereby grants to «FIRST_NAME» «LAST_NAME» (the
“Participant”), an employee of the Company, «PBRS» target shares of Common Stock (the “Target
Shares”), such number of shares being subject to adjustment as provided in Section 14 of the
CenterPoint Energy, Inc. 2009 Long Term Incentive Plan (the “Plan”), conditioned upon the Company’s
achievement of the Performance Goals over the course of the 20XX — 20XX Performance Cycle, and
subject to the following terms and conditions:
1. Relationship to the Plan. This grant of Target Shares is subject to all of the
terms, conditions and provisions of the Plan in effect on the date hereof and administrative
interpretations thereunder, if any, adopted by the Committee. To the extent that any provision of
this Award Agreement conflicts with the express terms of the Plan, it is hereby acknowledged and
agreed that the terms of the Plan shall control and, if necessary, the applicable provisions of
this Award Agreement shall be hereby deemed amended so as to carry out the purpose and intent of
the Plan. References to the Participant herein also include the heirs or other legal
representatives of the Participant.
2. Definitions. Except as defined herein, capitalized terms shall have the same
meanings ascribed to them under the Plan. For purposes of this Award Agreement:
“Achievement Percentage” means the percentage of achievement determined by the
Committee after the end of the Performance Cycle in accordance with Section 4 that reflects
the extent to which the Company achieved the Performance Goals during the Performance Cycle.
“Change in Control Closing Date” means the date a Change in Control is consummated
during the Performance Cycle.
“Disability” means that the Participant is (i) eligible for and in receipt of benefits
under the Company’s long-term disability plan and (ii) not eligible for Retirement.
“Employment” means employment with the Company or any of its Subsidiaries.
“Performance Cycle” means the period beginning on January 1, 20XX and ending on
December 31, 20XX.
“Retirement” means a Separation from Service on or after the attainment of age 55 and
with at least five years of service with the Company; provided, however, that such
Separation from Service is not by the Company for Cause. For purposes of this Award
Agreement, “Cause” means the Participant’s (a) gross negligence in the performance of his or
her duties, (b) intentional and continued failure to perform his or her duties, (c)
intentional engagement in conduct which is materially injurious to the Company or its
Subsidiaries (monetarily or otherwise) or (d) conviction of a felony or a misdemeanor
involving moral
«FIRST_NAME»«LAST_NAME»
-1-
turpitude. For this purpose, an act or failure to act on the part of the Participant
will be deemed “intentional” only if done or omitted to be done by the Participant not in
good faith and without reasonable belief that his or her action or omission was in the best
interest of the Company, and no act or failure to act on the part of the Participant will be
deemed “intentional” if it was due primarily to an error in judgment or negligence.
“Separation from Service” means a separation from service with the Company or any of
its Subsidiaries within the meaning of Treasury Regulation § 1.409A-1(h) (or any successor
regulation).
“Target Shares” means the actual number of shares initially granted to the Participant
pursuant to this Award Agreement, with such number of shares to be awarded to the
Participant at the close of the Performance Cycle if the Company attains an Achievement
Percentage of 100% for the Performance Goals associated with such Target Shares.
“Vested Shares” means the shares of Common Stock awarded to the Participant following
the Participant’s satisfaction of the vesting provisions of Section 5 and, if applicable,
the determination by the Committee of the extent to which the Company has achieved the
Performance Goals for the Performance Cycle pursuant to Section 4.
3. Establishment of Award Account. The grant of Target Shares pursuant to this
Award Agreement shall be implemented by a credit to a bookkeeping account maintained by the Company
evidencing the accrual in favor of the Participant of the unfunded and unsecured right to receive
shares of Common Stock of the Company, which right shall be subject to the terms, conditions and
restrictions set forth in the Plan and to the further terms, conditions and restrictions set forth
in this Award Agreement. Except as otherwise provided in this Award Agreement, the Target Shares
of Common Stock credited to the Participant’s bookkeeping account may not be sold, assigned,
transferred, pledged or otherwise encumbered until the Participant has been registered as a holder
of shares of Common Stock on the records of the Company as provided in Section 6 or 7 of this Award
Agreement.
4. Award Opportunity.
(a) The Performance Goals established for the Performance Cycle are attached
hereto and made a part hereof for all purposes. Except as otherwise provided in Section
5(b)(ii) and Section 6, the Vested Shares awarded to the Participant shall be the product of
the number of Target Shares and the Achievement Percentage that is based upon the
Committee’s determination of whether and to what extent the Performance Goals have been
achieved during the Performance Cycle.
(b) No later than 60 days after the close of the Performance Cycle, the
Committee shall determine the extent to which each Performance Goal has been achieved. If
the Company has performed at or above the threshold level of achievement for a Performance
Goal, the Achievement Percentage shall be between 50% and 150%, with a target level of
achievement resulting in an Achievement Percentage of 100%. In no event shall the
Achievement Percentage exceed 150%. The combined level of achievement is the sum of the
weighted achievements of the Performance Goals as approved by the Committee. Upon completing
its determination of the level at which the Performance Goals have been achieved, the
Committee shall notify the Participant, in the form and manner as determined
«FIRST_NAME»«LAST_NAME»
-2-
by the Committee, of the number of Vested Shares that will be issued to the Participant
pursuant to Section 7.
5. Vesting of Shares.
(a) Unless earlier forfeited in accordance with Section 5(b)(i) or unless
earlier vested in accordance with Section 5(b)(ii) or Section 6, the Participant’s right to
receive shares pursuant to this Award Agreement, if any, shall vest on the date the
Committee determines that each Performance Goal has been met (as provided in Section 4). As
soon as administratively practicable, but in no event later than 60 days, after the close of
the Performance Cycle, the Committee shall notify the Participant as required by Section 4
of the level at which the Performance Goals established for the Performance Cycle have been
achieved.
(b) If the Participant’s Separation from Service date occurs prior to the
close of the Performance Cycle or the occurrence of a Change in Control, then the applicable
of the following clauses shall apply with respect to the Target Shares subject to this Award
Agreement:
(i) Forfeiture of Entire Award. If the Participant’s
Employment is terminated, such that the Participant has a Separation from Service,
by the Company or any of its Subsidiaries or by the Participant for any reason other
than due to death, Disability or Retirement, then the Participant’s right to receive
any Target Shares shall be forfeited in its entirety as of the date of such
Separation from Service.
(ii) Death or Disability. If the Participant’s Employment
is terminated due to death or Disability, the Participant’s right to receive the
Target Shares shall vest on the date of such Separation from Service in the
proportion of the number of days elapsed in the Performance Cycle as of the date of
Separation from Service by the total number of days in the Performance Cycle. The
Participant’s right to receive any additional shares pursuant to this Award
Agreement shall be forfeited at such time.
(iii) Retirement. If the Participant’s Employment is
terminated due to Retirement, the Participant’s right to receive shares pursuant to
this Award Agreement, if any, shall vest on the date the Committee determines that
each Performance Goal has been met (as provided in Section 4) in a pro-rata amount
determined by multiplying (1) the number of Vested Shares awarded to the Participant
based upon the Committee’s determination of achievement of Performance Goals as
provided in Section 4, by (2) a fraction, the numerator of which is the number of
days elapsed in the Performance Cycle as of the date of the Participant’s Separation
from Service, and the denominator of which is the total number of days in the
Performance Cycle. The Participant’s right to receive any additional shares
pursuant to this Award Agreement shall be forfeited at such time.
(c) In accordance with the provisions of this Section 5, the Vested Shares
shall be distributed as provided in Section 7 hereof.
6. Distribution Upon a Change in Control. Notwithstanding anything herein to the
contrary and without regard to the Performance Goals, if there is a Change in Control during
«FIRST_NAME»«LAST_NAME»
-3-
the Performance Cycle, upon the Change in Control Closing Date, the Participant’s right to
receive the Target Shares shall vest and be settled by the distribution to the Participant of:
(a) shares of Common Stock equal to the Target Shares; plus
(b) shares of Common Stock (rounded up to the nearest whole share) having a
Fair Market Value equal to the amount of dividends that would have been declared on the
number of such shares determined under clause (a) above during the period commencing at the
beginning of the Performance Cycle and ending on the date immediately preceding the Change
in Control Closing Date.
In lieu of the foregoing distribution in shares, the Committee, in its sole discretion, may direct
that such distribution be made to the Participant in a lump cash payment equal to:
(x) the product of (i) the Fair Market Value per share of Common Stock on the
date immediately preceding the Change in Control Closing Date and (ii) the Target
Shares; plus
(y) the amount of dividends that would have been declared on the number of
shares of Common Stock determined under clause (a) above during the period
commencing at the beginning of the Performance Cycle and ending on the date
immediately preceding the Change in Control Closing Date.
Such distribution, whether in the form of shares of Common Stock or, if directed by the Committee,
in cash, shall be made to the Participant no later than the 70th day after the Change in Control
Closing Date, and shall satisfy the rights of the Participant and the obligations of the Company
under this Award Agreement in full. In the event a Change in Control occurs after the Participant
has had a Separation from Service due to Retirement, the Target Shares such Participant shall
receive under this Section 6 shall be pro-rated based on the number of days that elapsed in the
Performance Cycle as of his Separation from Service date over the total number of days in the
Performance Cycle.
7. Distribution of Vested Shares.
(a) If the Participant’s right to receive shares pursuant to this Award
Agreement has vested pursuant to Section 5(a) or Section 5(b)(iii), a number of shares of
Common Stock equal to the number of Vested Shares shall be registered in the name of the
Participant and shall be delivered to the Participant not later than the 70th day after the
last day of the Performance Cycle.
(b) If the Participant’s right to receive shares pursuant to this Award
Agreement has vested pursuant to Section 5(b)(ii), a number of shares of Common Stock equal
to the number of Vested Shares shall be registered in the name of the Participant (or his or
her estate, if applicable) and shall be delivered to the Participant (or his or her estate,
if applicable) not later than the 70th day after the Participant’s Separation from Service
date.
(c) The Company shall have the right to withhold applicable taxes from any
such distribution of Vested Shares or from other compensation payable to the Participant at
the time of such vesting and delivery pursuant to Section 11 of the Plan (but subject to
compliance with the requirements of Section 409A of the Internal Revenue Code (“Section
409A”), if applicable).
«FIRST_NAME»«LAST_NAME»
-4-
(d) Upon delivery of the Vested Shares pursuant to Section 7(a) or 7(b)
above, the Participant shall also be entitled to receive a cash payment equal to the sum of
all dividends, if any, declared on the Vested Shares after the commencement of the
Performance Cycle but prior to the date the Vested Shares are delivered to the Participant.
8. Confidentiality. The Participant agrees that the terms of this Award Agreement
are confidential and that any disclosure to anyone for any purpose whatsoever (save and except
disclosure to financial institutions as part of a financial statement, financial, tax and legal
advisors, or as required by law) by the Participant or his or her agents, representatives, heirs,
children, spouse, employees or spokespersons shall be a breach of this Award Agreement and the
Company may elect to revoke the grant made hereunder, seek damages, plus interest and reasonable
attorneys’ fees, and take any other lawful actions to enforce this Award Agreement.
9. Notices. For purposes of this Award Agreement, notices to the Company shall be
deemed to have been duly given upon receipt of written notice by the Corporate Secretary of
CenterPoint Energy, Inc., 1111 Louisiana, Houston, Texas 77002, or to such other address as the
Company may furnish to the Participant.
Notices to the Participant shall be deemed effectively delivered or given upon personal,
electronic, or postal delivery of written notice to the Participant, the place of Employment of the
Participant, the address on record for the Participant at the human resources department of the
Company, or such other address as the Participant hereafter designates by written notice to the
Company.
10. Shareholder Rights. The Participant shall have no rights of a shareholder
with respect to the Target Shares, unless and until the Participant is registered as the holder of
shares of Common Stock.
11. Successors and Assigns. This Award Agreement shall bind and inure to the
benefit of and be enforceable by the Participant, the Company and their respective permitted
successors and assigns except as expressly prohibited herein and in the Plan. Notwithstanding
anything herein or in the Plan to the contrary, the Target Shares are transferable by the
Participant to Immediate Family Members, Immediate Family Member trusts, and Immediate Family
Member partnerships pursuant to Section 13 of the Plan.
12. No Employment Guaranteed. Nothing in this Award Agreement shall give the
Participant any rights to (or impose any obligations for) continued Employment by the Company or
any Subsidiary or any successor thereto, nor shall it give such entities any rights (or impose any
obligations) with respect to continued performance of duties by the Participant.
13. Waiver. Failure of either party to demand strict compliance with any of the terms or
conditions hereof shall not be deemed a waiver of such term or condition, nor shall any waiver by
either party of any right hereunder at any one time or more times be deemed a waiver of such right
at any other time or times. No term or condition hereof shall be deemed to have been waived except
by written instrument.
14. Exclusion from Section 409A. At all times prior to the date that the Committee
determines that each Performance Goal has been met (following the last date of the Performance
Cycle) or, if applicable under Section 6 or 7(b), the Change in Control Closing Date or the
Participant’s Separation from Service, respectively, the benefit payable under this Award
«FIRST_NAME»«LAST_NAME»
-5-
Agreement is subject to a substantial risk of forfeiture within the meaning of Treasury
Regulation § 1.409A-1(d) (or any successor regulation). Accordingly,
this Award is not subject to Section 409A under the short term deferral exclusion, and
this Award Agreement shall be interpreted and administered consistent therewith.
15. Compliance with Recoupment Policy. Any amounts payable, paid, or distributed under
this Award Agreement are subject to the recoupment policy of the Company as in effect from time to
time.
16. Modification of Award Agreement. Any modification of this Award Agreement shall be
binding only if evidenced in writing and signed by an authorized representative of the Company.
«FIRST_NAME»«LAST_NAME»
-6-
