CenterPoint Energy 2014 Annual Report Download - page 164

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Participant, in the form and manner as determined by the Committee, of the number of Vested Shares that will be
issued to the Participant pursuant to Section 6.
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 last day of the Performance Cycle (with the number of shares, if any, based on the Committee’
s
determination that each Performance Goal has been met (as provided in Section 4)). As soon as administratively
practicable, but in no event later than 70 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.
(c)
In accordance with the provisions of this Section 5, the Vested Shares shall be distributed as provided in
Section 6 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
3