CenterPoint Energy 2014 Annual Report Download - page 169

“Disability” means that the Participant is (i) eligible for and in receipt of benefits under the Company’s long-
term disability plan and (ii) not eligible for Retirement.
“Employment” means employment with the Company or any of its Subsidiaries.
“Performance Cycle” means the period beginning on January 1, 20XX and ending on December 31, 20XX.
“Performance Goal” means
the standards established by the Committee for the Performance Cycle to
determine in whole or in part the number of Vested Shares pursuant to Section 5, which are specified in the
performance goals section of the Award Notice and made a part hereof for all purposes.
“Retirement”
means a termination of Employment that is also a Separation from Service (i) on or after the
attainment of age 55 and (ii) with at least five years of service; provided, however
, that such termination of
Employment 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 6 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 5.
4. 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 7 or 8 of this Award
Agreement.
2