CenterPoint Energy 2014 Annual Report Download - page 165

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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.
with such shares of Common Stock registered in book-entry form with the Company’
s transfer agent in the name of the
Participant. 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 book-entry form with the Company’
s transfer agent in the name of the Participant no later than March
15th of the calendar year following the calendar year in which occurs 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
book-entry form with the Company’
s transfer agent in the name of 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
4