EXHIBIT
10.1
 
  
 CLECO
CORPORATION
 SEPARATION
AGREEMENT
 
 
 THIS SEPARATION AGREEMENT(the
“Agreement”) is made effective as of May 31, 2008 (the “Effective Date”),
between Cleco Corporation and each of its subsidiaries and affiliates
(collectively, the “Company”) and Kathleen F. Nolen
(“Employee”).
 
 1.           Separation from
Employment.  Effective as of May 31, 2008, and pursuant to
Paragraph 3.4 of that certain Employment Agreement by and between the Company
and Employee dated May 5, 2005 (the “Employment Agreement”), the parties
agree that Employee’s employment with the Company shall be separated (the
“Separation Date”).
 
 2.           Final Wages.The
Company shall pay to Employee any base compensation accrued but unpaid as of her
Separation Date as soon as practicable thereafter.
 
 3.           General Waiver and
Release.In consideration for Employee’s execution of the
General Waiver and Release, attached as Exhibit A hereto, and provided that such
General Waiver and Release is executed by Employee and returned to the Company
not later than 21 days after Employee’s Separation Date, the Company shall pay
to Employee an amount equal to$119,250, which
amount shall be paid in the form of a single sum not later than ten business days after such General Waiver and
Release becomes irrevocable in accordance with its terms.  The
Employee acknowledges and agrees that the consideration described herein is not
for services she has rendered, is not otherwise due or owing to him under any
agreement (whether oral or written) with the Company or under any Company plan,
policy or practice, is to be paid solely on account of her separation, and that
such payment would not be made or owing absent her execution of the General
Waiver and Release.
 
 4.           Separation Payments and
Benefits.
 
 4.1           Severance
Pay.  Provided Employee is not in breach of any
post-termination obligation imposed under the Employment Agreement, she shall be
entitled to a payment in the amount of$265,000,one-half of which shall
be paid not later than 30 days following her Separation Date and one-half of
which shall be paid on December 1, 2008.
 
 4.2           Relocation.  If
Employee elects to cause the Companyto provide the relocation assistance set forth
in Paragraph 3.1e of the Employment Agreement, she shall request, not later than
May 30, 2009, that the Company (a) pay or reimburse him for relocation costs as
provided in Paragraph 3.1e(ii) of the Employment Agreement, and/or (b) purchase
her principal residence at a price equal to the
greater of (i)its appraised value, or
(ii) Employee’s purchase price plus the documented cost of any
improvements made by Employee.  Payment
or reimbursement hereunder shall be made not later than December 31,
2009.
 
 5.           Equity
Compensation.
 
 As used
in this Paragraph 5, the terms “Restricted Stock,” “Opportunity Shares,” “Common
Stock Equivalent Units” and “Performance Cycles” shall have the meanings
ascribed to them in the Company’s 2000 Long-Term Incentive Compensation Plan, as
amended (the “2000 LTIP”).
  
 
 5.1           Disposition of Stock
Awards.  Under the 2000 LTIP, Employee has outstanding awards
of Restricted Stock and Opportunity Shares for the three-year Performance Cycles
beginning in 2006, 2007 and 2008, respectively, which shall be disposed of as
follows:
 
 a.
              With
      respect to the 2006 Performance Cycle, Employee shall be entitled to a
      prorated portion of her actual award,
      if any, determined as of December 31, 2008; any such
      award shall be pro rated with respect to the number of days elapsed in the
      2006 Performance Cycle as ofherSeparation Date; any such award, whether Restricted Stock, Opportunity
      Shares, Common Stock Equivalent Units (CEUs) or Opportunity CEUs, shall be
      distributed as of the date set forth in Employee’s individual award made
      under the 2000 LTIP;
 
 b.
              With respect to the 2007 Performance Cycle,
      Employee shall be entitled to a prorated portion ofheractual
      award, if any, determined as of December 31, 2009;   such awards shall be pro
      rated with respect to the number of days elapsed in the applicable 2007Performance Cycle as of Employee’s Separation Date; any such award, whether Restricted Stock,
      Opportunity Shares, Common Stock Equivalent Units (CEUs) or Opportunity
      CEUs, shall be distributed as of the date set forth in Employee’s
      individual award made under the 2000 LTIP; and
 
 c.
              With respect to the 2008Performance
      Cycle, Employee shall be entitled to a prorated portion ofheractual
      award, if any, determined as of December 31, 2010;   such awards shall be pro
      rated with respect to the number of days elapsed in the applicable 2007Performance Cycle as of Employee’s Separation Date; any such award, whether Restricted Stock,
      Opportunity Shares, Common Stock Equivalent Units (CEUs) or Opportunity
      CEUs, shall be distributed as of the date set forth in Employee’s
      individual award made under the 2000 LTIP.
 
 Any other
Restricted Stock, Opportunity Shares or similar equity awards shall be deemed
canceled and forfeited to the Company, without requirement of further notice or
compensation.
 
 Employee
shall not be
entitled to an income tax adjustment with respect to any award made with respect
to the 2006, 2007 and 2008 Performance Cycles and will be solely responsible for
any Federal or state taxes due with respect thereto.  The Company
shall, however, withhold from any award the applicable taxes as required by law
(see Section 18).
 
 5.2           Stock Options.  Any
stock options granted to Employee under the 1990 LTIP or the 2000 LTIP that are
vested and remain unexercised as of her Separation Date shall remain
exercisable during the 30-day period
followingherSeparation Date in accordance with their
terms(See Exhibit
B).  Employee acknowledges that options not vested as of
her Separation Date shall be cancelled and forfeited to the Company as of such
dateoptions otherwise exercisable hereunder that
remain unexercised at the conclusion of such 30-day period shall be cancelled
and forfeited to the Company at the conclusion of such
period.
 
 6.           Supplemental Executive Retirement
Plan.  As of her Separation Date, Employee shall be entitled to
a benefit under the Company’s Supplemental Executive Retirement Plan (“SERP”) in
an amount equal to 45% of her final compensation (as defined in Paragraph 2.9 of
the SERP), reduced appropriately for retirement prior to age 65 as described in
paragraphs 3.3B and offset as otherwise provided
in 3.5 thereof.  The amount
andpayment of such benefit
shall be further subject to the terms of the SERP, as it may be amended from
time to time
 
 7.           Other
Benefits.  Notwithstanding the foregoing and except as may be
expressly provided herein, this Agreement is not intended to affect or restrict
Employee’s benefits under the employee benefit
  2
   plans
generally maintained for the benefit of all of the employees of the Company, as
in effect as of the Separation Date.
 
 8.           Extinguishment.  Employee
acknowledges that, except as otherwise provided in this Agreement, payment of
the amounts and benefits described herein extinguishes the Company’s obligations
under the Employment Agreement and the Annual Incentive Compensation Plan, in
their entirety.
 
 9.           Surviving
Covenants.  Employee acknowledges that she is subject to and
bound by covenants concerning the use of the Company’s confidential information
and the nonsolicitation of the Company’s employees set forth in her Employment
Agreement, and that they shall survive her separation of employment in
accordance with their terms.
 
 10.           Return of
Property.  Employee shall promptly return to the Company all of
the property of the Company, including, without limitation, automobiles,
equipment, computers, fax machines, portable telephones, printers, software,
credit cards, manuals, customer lists, financial data, letters, notes,
notebooks, reports and copies of any of the above and any confidential
information that is in the possession or under the control of
Employee.
 
 11.           Nondisparagement.  As
a material inducement to the Company to enter into this Agreement, Employee
agrees that she will not:
 
 a.
              Publicly
      criticize or disparage the Company, or privately criticize or disparage
      the Company in a manner intended or reasonably calculated to result in
      public embarrassment to, or injury to the reputation of, the Company in
      any community in which the Company is engaged in
  business;
 
 b.
              Directly
      or indirectly, acting alone or acting in concert with others, institute or
      prosecute, or assist any person in any manner in instituting or
      prosecuting, any legal proceedings of any nature against the Company,
      excluding
      any legal action relating to claims of employment discrimination or
      retaliation involving the Employee’s or another’s
    employment;
 
 c.
              Damage
      the property of the Company or otherwise engage in any misconduct which is
      injurious to the business or reputation of the Company;
  or
 
 d.
              Take
      any other action, or assist any person in taking any other action, that is
      adverse to the interests of the Company or inconsistent with fostering the
      goodwill of the Company.
 
 Notwithstanding
the foregoing, Employee shall not be deemed in breach of the covenants contained
herein solely by reason of testimony compelled by process of law or the conduct
permitted in subparagraph b above.
 
 The
Company agrees that it will not publicly or privately criticize or disparage
Employee in a manner intended or reasonably calculated to result in
embarrassment to, or injury to the reputation of, Employee in the community.
 
 12.           No Participation in
Claims.  Employee waives any right to in any way voluntarily
assist any individual or entity in commencing or prosecuting any action or
proceeding including, but not limited to, any administrative claims, charges or
complaints and/or any lawsuit against the Company, or to in any way voluntarily
participate or cooperate in any such action or proceeding, except to the extent
such waiver may be prohibited by law or as to an employment discrimination claim
prosecuted by another employee or administrative body.
  3
 
 13.           Representations.  By
execution of this Agreement, Employee represents that no claim, charge,
complaint or action by Employee against the Company exists in any forum or
form.  In the event any such claim, charge, complaint or action has
been filed, Employee shall not be entitled to recover any monies or other relief
therefrom.
 
 By execution of this Agreement, the
Company represents, that no claim, charge, complaint or action by it against
Employee exists in any forum or form.  In the event that any such
claim, charge, complaint or action has been filed, the Company shall not be
entitled to recover any monies or other relief therefrom.  The Company
also represents that Employee is entitled to no other payments or benefits
resulting from her separation from employment other than those set forth
herein.
 
 14.           Assistance and
Cooperation.  Employee agrees she will furnish such information
and proper assistance as may be reasonably necessary and requested by the
Company in connection with any administrative agency claim, charge or complaint
and/or any litigation in which the Company is or may become
involved.  The Company agrees to reimburse Employee for her direct
expenses incurred in providing any such assistance.
 
 15.           Nonassignability.  Neither
this Agreement  nor any right or interest hereunder shall be subject,
in any manner, to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, whether voluntary or involuntary, by operation of law or
otherwise, and any attempt at such shall be void.  Any benefit right
or interest under this Agreement shall not in any way be subject to the debts,
contract, liabilities, engagements or torts of Employee, nor shall it be subject
to attachment or legal process for or against
Employee.  Notwithstanding the foregoing, in the event of the
Employee’s death prior to the payment of all amounts properly due hereunder,
payment shall be paid to Employee’s estate.
 
 16.           Notices.  All
notices or communications hereunder shall be in writing, addressed as
follows:
 
 To the
      Company:
              To
      the Employee:
 Cleco
      Corporation
              Kathleen
      F. Nolen
 2030
      Donahue Ferry Road
              6408
      Genevieve
 P. O.
      Box 5000
              Alexandria,
      LA  71301
 Pineville,
      Louisiana 71361-5000
 ATTN:
      Sr. Vice President–Corporate
Services
  Either
party may change its address for notices by providing a written notice of such
address change to the other party.  All such notices shall be
conclusively deemed to be received and shall be effective, (a) if sent by hand
delivery, upon receipt, (b) if sent by telecopy or facsimile transmission, upon
confirmation of receipt by the sender of such transmission, or (c) if sent by
registered or certified mail, on the fifth day on which such notice is
mailed.
 
 17.           Source of
Payments.  Payments hereunder shall be made from the general
funds of the Company.  Employee’s status with respect to amounts owed
hereunder shall be that of a general unsecured creditor of the Company, and
Employee shall have no right, title, or interest whatsoever in or to any asset
of the Company or any investment which the Company may have acquired to meet its
obligations hereunder.   Nothing contained in this Agreement
shall be deemed or be construed to create a trust of any kind or other fiduciary
relationship between the Company and Employee or any other
person.  The Company, in its sole discretion, may retain as owner and
for its own benefit insurance on the life of Employee, in such amounts and in
such forms consistent with the policies on the life of Employee held by the
Company as of the Separation Date.  Neither Employee nor her
beneficiaries or estate shall have any right or interest in the proceeds of any
insurance policy naming the Employee as the insured.
  4
 
 18.           Tax
Withholding.  The Company may withhold from any amount payable
hereunder all Federal, state, city or other income or employment taxes that may
be required by law to be withheld.
 
 19.           Separate
Advice.Employee acknowledges that neither the Company nor its
directors, officers or employees has provided him with advice about the terms
and conditions of this Agreement, including the taxation of benefits and
payments hereunder, and that neither the Company nor its directors, officers or
employees has any ongoing obligation to do so.  Employee has been
advised to consult her own counsel prior to the execution of this Agreement and
she has done so or determined that such counsel is not necessary.
 
 20.           General
Provisions.
 
 a.
              If
      any provision of this Agreement is held to be invalid, illegal, or
      unenforceable, in whole or in part, such invalidity shall not affect any
      otherwise valid provision, and all other valid provisions shall remain in
      full force and effect.
 
 b.
              Titles
      and headings used herein are solely for convenience of reference and do
      not constitute a part of this Agreement or affect its meaning,
      interpretation or effect.
 
 c.
              This
      Agreement shall be construed and enforced in accordance with the internal
      laws of the State of Louisiana applicable to contracts made to be
      performed wholly within such state.
 
 d.
              No
      term or condition herein shall be deemed to have been waived, nor shall
      there be an estoppel against the enforcement of any provision of this
      agreement, except by written instrument of the party charged with such
      waiver or estoppel.
 
 e.
              This
      Agreement may not be modified or amended, except by an instrument in
      writing signed by the parties hereto.  Notwithstanding the
      foregoing, nothing contained herein shall prohibit the Company from
      amending the terms of any separate plan, policy or agreement referred to
      in this Agreement to the extent the Company determines is reasonably
      necessary to comply with the provisions of Section 409A of the Internal
      Revenue Code 1986, as amended.  The Company shall timely provide
      to Employee written notice of any such
  amendment.
 
 21.           Breach of
Covenants.  Subject to the limitations set forth in Exhibit A
hereto, Employee agrees that her material breach of this Agreement shall relieve
the Company of any further obligations hereunder and, in addition to any other
legal or equitable remedy available to the Company, entitle it to recover any
payments or property already paid or transferred to him pursuant to Paragraphs 4
and 5 hereof.
 
 22.           Nonadmission of
Wrongdoing.  Employee agrees that neither this Agreement,
Exhibit A hereto, nor the furnishing of the consideration set forth herein shall
be deemed or construed at any time for any purpose as an admission by the
Company of any liability or unlawful conduct of any kind.
 
 23.           Entire
Agreement.  This Agreement sets forth the entire agreement
between the parties hereto related to the subject matter herein, and, except as
expressly set forth herein, fully supersedes any prior agreements or
understandings between the parties, whether orally or in
writing.  Employee acknowledges that she has not relied upon any
representations, promises or agreements of any kind made to him in connection
with the execution of this Agreement, including Exhibit A hereto, except as set
forth herein.
  5
   THIS SEPARATION AGREEMENTis
executed in multiple counterparts as of the dates set forth below, each of which
shall be deemed an original, to be effective as of the Separation Date
designated above.
 
 CLECO
CORPORATION                                                                                     EMPLOYEE
 
 By:           /s/  G.W.
Bausewine                                                                   
By: /s/  Kathleen
F. Nolen
 Kathleen F.
Nolen
 
 Its:           SVP, Corporate
Services                                                            
Date: 6/2/08
 
 Date:       6/2/08
 
 WITNESS
 
 By: /s/  Shelley
Malone
  Date: 6/2/08
 
 
 Executed before me, Sharon G.
Chelette Notary Public, in and for the State of Louisiana,
Parish/County of Rapides, and in my
presence, this 2ndday of June,
2008.
 
 
 /s/ Sharon
G.  Chelette
 Notary
Public
   6
 
 Separation Date:  May 31,
2008
 
 EXHIBIT
A
 WAIVER
AND RELEASE
 
 This General Waiver and
Release (the “Release”) is made in exchange for the consideration offered
under Paragraph 3 of the Separation Agreement entered into between me and Cleco
Corporation and each of its subsidiaries and affiliates (collectively, the
“Company”), dated as of May 31, 2008 (the “Agreement”), the sufficiency of which
I hereby acknowledge.  I further acknowledge that I have received all
wages due me from the Company for services that I rendered before my Separation
Date, and I acknowledge that the payment described in Paragraph 3 of the
Agreement is voluntary on the part of the Company and is not required by any
legal obligation of the Company, other than under the terms of the Agreement and
this Release.
 
 I understand that signing this Release
is an important legal act.  I acknowledge that I have been advised to
consult an attorney before signing this Release and that I have done so or I
have determined that such consultation is not necessary.  I understand
that I have 21 calendar days after the Separation Date to consider whether to
sign this Release, without alteration, and return it to the Company by first
class mail or by hand delivery, and that if I execute and return this Release
before the expiration of the 21-day period, I will be deemed to have waived the
balance of the period.
 
 I acknowledge and voluntarily waive all
of my claims and release the Company, including each of its directors and
officers, employees and agents, and employee benefit plans and the fiduciaries
and agents of said plans (collectively, the “Corporate Group”), from any and all
claims, demands, actions, liabilities and damages, whether known or unknown,
arising out of or relating in any way to my employment with the Company, except with respect
to a breach under the Agreement or any right or claim arising after the date on
which I execute this Release.  I further waive my right to claim or
receive damages as a result of any charge of discrimination which may be filed
by me or anyone acting on my behalf.  I acknowledge that this Release
includes any and all claims and causes of action, including, but not limited to,
claims under Title VII of the Civil Rights Act of 1964, as amended, the Age
Discrimination in Employment Act of 1967, as amended, the Civil Rights Act of
1966, as amended, the Civil Rights Act of 1991, as amended, the Americans with
Disabilities Act of 1990, as amended, the Older Workers Benefit Protection Act
of 1990, as amended, the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), the Family and Medical Leave Act of 1993, as amended, and any
claims of contract, tort, defamation, slander, wrongful termination or other
claims or any other state or federal statutory or common law, except ordinary
claims for benefits accrued and vested as of the Separation Date under any
benefit plan subject to ERISA.
 
 Should any of the provisions set forth
in this Release be determined to be invalid by a court or other tribunal of
competent jurisdiction, it is agreed that such determination shall not affect
the enforceability of other provisions of this Release.
 
 I acknowledge that this Release and the
Agreement set forth the entire understanding and agreement between me and the
Company and any other member of the Corporate Group concerning the subject
matter of this Release and supersede my prior or contemporaneous oral and/or
written agreements or representations, if any, between me and the Company and
any other member of the Corporate Group.
 
 I acknowledge that I have read this
Release, have had an opportunity to ask questions and have it explained to me,
and that I understand that this Release will have the effect of knowingly and
voluntarily waiving any action I might pursue, including breach of contract,
personal injury, retaliation,
  
   discrimination
on the basis of race, age, sex, national origin or disability and any other
claims arising prior to the date hereof.
 
 I further agree that in the event of my
material breach of this Release, in addition to any other legal or equitable
remedy, the Company shall be entitled to recover any payments made to me under
the Agreement, subject to any restrictions on such recovery or relief as may be
imposed under applicable law or as may be required to ensure that this Release
is and remains valid and enforceable.
 
 I understand that for a period of seven
calendar days following the execution of this Release, I may revoke it by
delivering a written statement to the Company by hand or by registered mail,
addressed to the address for the Company specified in the Agreement, in which
case the Release will not become effective.  In such event, the
Company shall have no obligation to provide me the consideration offered under
Paragraph 3 of the Agreement.  Upon the expiration of such seven-day
period, I understand that this Release shall be permanent and
irrevocable.
 
 WITNESS:
 
 /s/ Kathleen F.
Nolen                                                     By:  /s/ Shelley
Malone
 Kathleen
F. Nolen
 
 Date:  5-31-08                                                          
Date:   6/2/08
 
 
 
 Executed before me,  Sharon G.
Chelette Notary Public, in and for the State of Louisiana,
Parish/County of Rapides, and in my
presence, this 2ndday of June,
2008.
 
 
 /s/ Sharon G.
Chelette
 Notary
Public
 
  
 
 Separation Date:  May 31,
2008
 
 
 EXHIBIT
B
 VESTED
AND UNEXERCISED STOCK OPTIONS – KATHLEEN F. NOLEN
 
 
 
 Option Grant
      Date
              Vested
      Options
              Strike
      Price
              Date Exercise Period
      Ends07/23/1999
      (Premium)
              1
              $19.205
              June
      30, 200807/23/1999
      (Premium)
              3,333
              $20.355
              June
      30, 200807/23/1999
      (Premium)
              3,333
              $21.580
              June
      30, 200807/27/2001
      (Basic)
              4,000
              $22.250
              June
      30, 200804/17/2002
      (Basic)
              5,000
              $24.250
              June
      30, 2008Total
              15,667