CenterPoint Energy 2014 Annual Report Download - page 179

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Date(s), all shares not previously paid shall be paid at the time of distribution
indicated in Section 4(b).
“Disability” means that the Participant is both eligible for and in receipt of benefits under the Company’
s
long-term disability plan.
“Employment” means employment with the Company or any of its Subsidiaries.
“Non-Section 409A Change in Control”
means a Change in Control that is not a Section 409A Change
in Control.
“Retirement”
means a termination of Employment that is also Separation from Service (i) on or after
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 RSU 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.
“Section 409A” means Code Section 409A and the Treasury regulations and guidance issued thereunder.
“Section 409A Change in Control”
means a Change in Control that satisfies the requirements of a
change in control for purposes of Code Section 409A(a)(2)(A)(v) and the Treasury regulations and guidance issued
thereunder.
“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).
“Termination Date” means the date of the Participant’s Separation from Service.
“Vesting Date” means one or more vesting dates as specified in the Award Notice.
2.
Establishment of RSU Award Account.
The grant of units of Common Stock of the Company
pursuant to this Award Agreement shall be implemented by a credit to a bookkeeping account maintained by the
Company evidencing the accrual in favor of the Participant of the unfunded and unsecured right to receive a
corresponding number of shares of Common Stock, 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 Section 10 of this Award Agreement, the units of Common
2