CenterPoint Energy 2014 Annual Report Download - page 157
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Exhibit 10(dd)(4)
CENTERPOINT ENERGY, INC.
STOCK PLAN FOR OUTSIDE DIRECTORS
(As Amended and Restated Effective May 7, 2003)
Third Amendment
WHEREAS,
CenterPoint Energy, Inc., a Texas corporation, maintains, and shareholders of the
Company have approved, the CenterPoint Energy, Inc. Stock Plan for Outside Directors, as amended and restated
effective May 7, 2003, and as thereafter amended (the "Plan"); and
WHEREAS, the Company has reserved the right under Section 6.1 to amend the plan; and
WHEREAS,
the Company desires to amend the Plan to modify the method of determining the number
of shares of common stock, par value $0.01 per share, of the Company ("Common Stock") that may be awarded to
participants in the Plan;
NOW, THEREFORE,
in consideration of the foregoing, the Plan is hereby amended, effective January
1, 2015, as follows:
1. Article II of the Plan is hereby amended to add two new definitions thereto as follows:
'"FAIR MARKET VALUE' means, as of a particular date, (i) if shares of Common Stock are listed on a
national securities exchange, the closing sales price per share of Common Stock on the consolidated transaction
reporting system for the principal national securities exchange on which shares of Common Stock are listed on
that date, or, if there shall have been no such sale so reported on that date, on the date immediately preceding the
date on which such a sale was so reported, (ii) if the Common Stock is not so listed, the average of the closing
bid and asked price on that date, or, if there are no quotations available for such date, on the date immediately
preceding the date on which such quotations shall be available, as reported by an inter-
dealer quotation system,
(iii) if shares of Common Stock are not publicly traded, the most recent value determined by an independent
appraiser appointed by the Company for such purpose, or (iv) if none of the above are applicable, the fair
market value of a share of Common Stock as determined in good faith by the Board."
"'STOCK AWARD AMOUNT' means a number of shares of Common Stock equal to (i) a dollar
amount determined by the Board in its discretion