CenterPoint Energy 2014 Annual Report Download - page 163

“Retirement”
means a Separation from Service (i) on or after the attainment of age 55 and (ii) with at least
five years of Employment; provided, however
, that such Separation from Service is not by the Company for Cause
and occurs on or after July 1 of the calendar year in which this Award is granted
. 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 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 originally granted to the Participant pursuant to the
Award Notice.
“Vested Shares”
means the shares of Common Stock actually distributable 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 Participant’
s 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)
Except as otherwise provided in Section 5(b)(ii) and Section 6, the Participant’
s Vested Shares 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 X% and X%. In no event
shall the Achievement Percentage exceed X%. Upon completing its determination of the level at which the
Performance Goals have been achieved, the Committee shall notify the
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