exhibit103.htm


    
      

      

    

    
      EXHIBIT
10.3

    

    

      CLECO
CORPORATION

      2000
LONG-TERM INCENTIVE COMPENSATION PLAN

      Amendment
No. 4

      (Code
Section 409A Compliance)

      


      Whereas, Cleco Corporation, a
corporation organized and existing under the laws of the State of Louisiana (the
“Company”), maintains the Cleco Corporation 2000 Long-Term Incentive
Compensation Plan, which plan was first effective as of  January 1,
2000, and has been amended from time to time (the “Plan”);

      


      Whereas, certain awards under
such Plan may constitute “deferred compensation” within the meaning of Section
409A of the Internal Revenue Code of 1986, as amended, and must now be amended
to comply with the provisions thereof;

      


      Now, therefore, the Plan shall
be amended as provided below.

      


      1.           Definitions:

      


      1.1       Section
2.3 of the Plan shall be amended and restated to read in its entirety as
follows:

      


      “2.3      The
term ‘Cause,’ unless
otherwise specified in an employment or similar agreement between a Participant
and the Company, means that a Participant has:

      


      
        	
                 
      

              	
                a.

              	
                Committed
      an intentional act of fraud, embezzlement or theft in the course of
      employment or otherwise engaged in any intentional misconduct which is
      materially injurious to the financial condition or business reputation of
      the Company or its Affiliates;

              


      

      


      
        	
                 
      

              	
                b.

              	
                Committed
      intentional damage to the property of the Company and its Affiliates or
      committed intentional wrongful disclosure of proprietary information or
      confidential information, which is materially injurious to the financial
      condition or business reputation of the Company or its
      Affiliates;

              


      

      


      
        	
                 
      

              	
                c.

              	
                Been
      convicted with no further possibility of appeal, or entered a guilty or
      nolo contendere
      plea, for a felony or a crime involving moral
  turpitude;

              


      

      


      
        	
                 
      

              	
                d.

              	
                Willfully
      and substantially refused to perform the essential duties of his or her
      position after written notice from the
Company;

              


      

      


      
        	
                 
      

              	
                e.

              	
                Intentionally,
      recklessly or negligently violated any material provision of the Company’s
      code of conduct or equivalent code of policy that is applicable to the
      Participant;

              


      

      


      
        	
                 
      

              	
                f.

              	
                Intentionally,
      recklessly or negligently violated any material provision of the
      Sarbanes-Oxley Act of 2002 or any of the rules adopted by the Securities
      and Exchange Commission implementing any such provision;
  or

              


      

      


      
        	
                 
      

              	
                g.

              	
                Failed
      to fully cooperate to the extent requested by the Company or an Affiliate
      with investigations by government or independent agencies involving the
      Company or an Affiliate.

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      No
act or failure to act on the part of a Participant will be deemed ‘intentional’
if it was due primarily to an error in judgment or negligence, but will be
deemed ‘intentional’ only if done or omitted to be done by a Participant not in
good faith and without reasonable belief that his or her action or omission was
in the best interest of the Company or an Affiliate.”

      


      1.2        Section
2.10 of the Plan shall be amended and restated to read in its entirety as
follows:

      


      “2.10     The
term ‘Disability’ shall
mean that a Participant, by reason of a medically determinable physical or
mental impairment that can be expected to result in death or last for a
continuous period of not less than 12 months, (a) has been receiving income
replacement benefits for a period of not less than three months under a separate
long-term disability plan or policy maintained by the Company or an Affiliate,
or (b) is unable to engage in any substantial gainful employment.”

      


      
        	
                 
      

              	
                1.3

              	
                The
      following Section 2.28 shall be added to the Plan to read in its entirety
      as follows:

              


      

      


      
        	
                           
      “2.28

              	
                The
      term ‘Dividend Equivalent
      Unit’ shall mean an amount equal to cash dividends paid with
      respect to the Company’s Common Stock.  Such units shall be
      awarded in the discretion of the Committee and shall be allocated to a
      Ledger Account established hereunder.  Dividend Equivalent Units
      may relate to Restricted Stock or to Common Stock Equivalent Units awarded
      hereunder.”

              


      

      


      
        	
                 
      

              	
                1.4

              	
                The
      following Section 2.29 shall be added to the Plan to read in its entirety
      as follows:

              


      

      


      “2.29    Compliance
Definitions:

      


      
        	
                 
      

              	
                a.

              	
                The
      term ‘409A Incentive’ shall mean an
      Incentive that (i) is first awarded under the Plan after December 31,
      2004, or awarded prior to such date and vested or payable after such date,
      and (ii) is awarded in the form of Common Stock Equivalent Units, whether
      as ‘opportunity shares’ or ‘opportunity CEUs’ or otherwise, or in the form
      of Dividend Equivalent Units, without regard to whether any such unit is
      settled in the form of cash or Common
Stock.”

              


      

      


      
        	
                 
      

              	
                b.

              	
                The
      term ‘Separation
      Date’ shall mean the later of the date on which (a) a Participant’s
      employment with the Company and its Affiliates ceases, or (b) the Company
      and such Participant reasonably anticipate that he or she will perform no
      further services for the Company and its Affiliates, whether as a common
      law employee or independent contractor.  Notwithstanding the
      foregoing, a Participant may be deemed to have separated from service if
      he or she continues to provide services to the Company or an Affiliate,
      whether as an employee or an independent contractor, provided such
      continuing services are not more than 20% of the average level of services
      performed by such Participant during the immediately preceding 36-month
      period.  If a termination of employment or other separation from
      service, including Retirement, is required as a condition of any
      certification of Common Stock or cash payment hereunder, such termination
      or separation shall be determined with reference to such Participant’s
      Separation Date.”

              


      

      


      
        	
                 
      

              	
                c.

              	
                “The
      term ‘Specified
      Employee’ shall be determined in accordance with Code Section 409A
      and shall generally mean that a Participant is a ‘key employee’ of the
      Company or an Affiliate, within the meaning of Code Section 416(i), (ii)
      or (iii), but determined without regard to paragraph (i)(5) thereof, as of
      his or her Separation Date.  A Participant
  

              


      

       

       

        

        

        
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                who
      satisfies such requirement as of a December 31st shall be considered a
      Specified Employee hereunder during the 12-month period commencing on the
      immediately following April 1st.”

              


      

       

      
        2.          Administration:

      

      


      2.1       The
following Section 5.3 shall be added to the Plan to read in its entirety as
follows:

      


      “5.3      Administration of 409A
Incentives.  With respect to any 409A Incentive awarded
hereunder and notwithstanding any provision of this Plan or the terms of any
such Incentive to the contrary, the Committee (or its designee)
shall:

      


      
        	
                 
      

              	
                a.

              	
                Exercise
      discretion with respect to the administration of any such 409A Incentive
      only to the extent such discretion is permitted to be exercised hereunder
      and such discretion may be exercised in accordance with the provisions of
      Code Section 409A.

              


      

      


      
        	
                 
      

              	
                b.

              	
                At
      the end of each Performance Cycle, cause any Common Stock to be
      certificated and delivered or cash payment to be made as of the first
      business day of the second calendar month following the end of such
      cycle.”

              


      

      


      2.2       The
following section 5.5 shall be added to the Plan to read in its entirety as
follows:

      


      “5.5      Specified Employee
Delay.  If a Participant is a Specified Employee as of his or
her Separation Date, any Common Stock to be certificated and delivered or cash
payment to be made with respect to a 409A Incentive on account of such
Participant’s termination of employment or other separation from service,
including Retirement, shall be postponed until the first business day of the
seventh calendar month following such Separation Date. The Company shall make
such payment at the time provided herein without liability for interest or other
loss of investment opportunity.

      


      3.         Change in Control; Business
Transaction:

      


      
        	
                 
      

              	
                3.1

              	
                Section
      12.5 of the Plan shall be amended and restated to read in its entirety as
      follows:

              


      

      


      “12.5    Change in
Control.  Unless otherwise provided by the Committee at the
time of grant or award hereunder, in the event of a Change in
Control:

      


      
        	
                 
      

              	
                a.

              	
                All
      outstanding Options shall be and remain fully vested and exercisable
      during the six-month period following such change or such longer period
      provided in any agreement evidencing an individual grant hereunder, but in
      no event more than ten years following the date of such
    grant;

              


      

      


      
        	
                 
      

              	
                b.

              	
                Any
      further restrictions or conditions, whether on transfer or otherwise,
      imposed with respect to Restricted Stock awarded hereunder shall be deemed
      lapsed; any such award shall be promptly certificated and delivered to
      each affected Participant
hereunder;

              


      

      


      
        	
                 
      

              	
                c.

              	
                Any
      Dividend Equivalent Units then allocated to a Ledger Account shall be
      determined at the target level;

              


      

      


      
        	
                 
      

              	
                d.

              	
                Any
      Performance Objectives then applicable to any 409A Incentive, other than
      Dividend Equivalent Units, shall be deemed satisfied at the maximum level;
      and

              


      

       

      
        

        

        
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                e.

              	
                Any
      cash payment to be made or Common Stock to be certificated and delivered
      with respect to any 409A Incentive shall be paid or delivered, as the case
      may be, free of further restriction or limitation, upon the earlier
      of:

              


      

      


      i.          Each
affected Participant’s death, Disability or Separation Date; or

      


      
        	
                 
      

              	
                ii.

              	
                The
      first business day of the second calendar month following the end of the
      Performance Cycle with respect to which such Incentive
      relates.

              


      

      


      3.2           The
following paragraph shall be added to Section 12.6 of the Plan to read in its
entirety as follows:

      


      “Notwithstanding
the generality of the foregoing, the amount of any cash payment to be made or
the number of shares of Common Stock to be certificated hereunder shall be
determined in accordance with the provisions of Section 12.5 hereof and shall be
paid or delivered as of an affected Participant’s Separation Date.”

      


      4.           Effectiveness:

      


      This Amendment No. 4 is generally
effective for grants and awards made on or after January 1, 2009; provided,
however, that with respect to 409A Incentives granted prior to January 1, 2009,
such grants and awards shall be made and administered in good faith compliance
with Code Section 409A, including the applicable guidance promulgated
thereunder.

      


      This Amendment No. 4 was
approved by the Company’s Board of Directors on October 31, 2008, to be
effective as of the date or dates set forth herein.

      


      
        	
                Cleco
      Corporation

              
	 
      
	
                By:           /s/ G. W.
      Bausewine         

              
	 
      
	
                Its:           S.V.P., Corporate
      Services

              
	 
      
	
                Date:       November 4,
      2008             

              
	 
      
	 
      


      

       

       

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