CenterPoint Energy 2014 Annual Report Download - page 166

time of such vesting and distribution 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).
(d)
Upon distribution 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.
5