ex10-2.htm


     

    Exhibit
10.2

    


    


    HOUSTON
LIGHTING & POWER COMPANY

     

    Executive
Incentive Compensation Plan

     

    (As
Amended and Restated as of January 1, 1985)

     

    Houston
Lighting & Power Company, a Texas corporation (the “Company” herein), hereby
establishes and adopts the following Executive Incentive Compensation Plan (the
“Plan”):

     

    
      	
              1.  

            	
              Purpose.

            


    

     

    The
purpose of the Plan is to encourage a high level of corporate performance
through the establishment of specific corporate and individual goals, the
obtainment
of which will require a high degree of competence and diligence on the part of
the executive employees of the Company selected to participate in the Plan, and
which will be beneficial to the owners and customers of the
Company.

    
      	
              2.  

            	
              Definitions.

            


    

     

    The
following definitions are applicable to the Plan:

    “Award”
means a payment made in accordance with the provisions of the Plan.

    “Board of
Directors” means the Board of Directors of the Company.

    “Committee”
means the Personnel Committee referred to in Section 3 hereof.

    “Management”
means the senior officers of the Company responsible for determining business
and strategic policies.

    “Maximum
Incentive Award Opportunity” means the maximum Award which possibly could be
made to a Participant during a Plan Year.

    “Participant”
means an employee who is selected to participate in the Plan.


    
      
         


      

      
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    “Performance
Goals” means the annual performance objectives of the Company and individual
Participants established for the purpose of determining the level of Awards, if
any, earned during a Plan Year.

    “Plan
Year” means the calendar year.

     

    
      	
              3.  

            	
              Administration.

            


    

     

    The Plan
shall be administered by the Personnel Committee (the “Committee”) of the Board
of Directors, which Committee shall in no event have as a member a person
entitled to receive an Award under the Plan.  All decisions of the
Committee shall be binding and conclusive on the
Participants.  Subject to the provisions of the Plan the Committee
shall have the authority to:

    (i) Select
the Participants;

    (ii) Approve
Performance Goals for the Company and for each Participant;

    (iii) Approve
the level of the Maximum Incentive Award Opportunity and actual Award that may
be made to each Participant; and

    (iv) Establish
from time to time policies and regulations for the administration of the Plan,
interpret the Plan, and make all determinations necessary or advisable for the
administration of the Plan.

     

    
      	
              4.  

            	
              Participation.

            


    

     

    Participants
in the Plan shall be selected for each Plan Year from those employees of the
Company whose decisions contribute directly to the annual success of the
Company.  No employee shall at any time have the right (i) to be
selected as a Participant in the Plan for any Plan Year, (ii) if so selected, to
be entitled automatically to an Award, nor, (iii) having been 

    
      
        
        

      

      
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      selected
as a Participant for one Plan Year, to be selected as a Participant in any
subsequent Plan Year.

    

     

    
      	
              5.  

            	
              Performance
      Goals.

            


    

     

    The
Committee, upon recommendation by Management, shall establish for each Plan Year
Corporate Performance Goals designed to accomplish such financial and strategic
objectives as it may from time to time determine appropriate.  The
Committee shall have the authority to adjust the Corporate Performance Goals for
any Plan Year as it deems equitable in recognition of extraordinary or
non-recurring events experienced by the Company during the Plan Year or in the
event of changes in applicable accounting rules or principles or changes in the
Company’s methods of accounting during the Plan Year.

     

    
      	
              6.  

            	
              Maximum Amount
      Available For Awards.

            


    

     

    For each
Plan Year, the Committee shall establish a Maximum Incentive Award Opportunity
that may be made to each Participant.  The maximum amount which may be
paid as Awards for any Plan Year shall be limited to the lesser of (i) the sum
of the Maximum Incentive Award Opportunities for all Participants for that Plan
Year, or (ii) 3/4 of 1% of the Company’s net income for that Plan
Year.  If the net income limit is applicable, all Awards shall be
proportionately reduced to comply with the net income limit.

     

    
      	
              7.  

            	
              Determination of
      Awards.

            


    

     

    Subject
to the provisions of Sections 5 and 6 hereof, the Committee shall approve the
Awards for each Plan Year taking into consideration actual performance of the
Company for such Plan Year in relation to the established corporate
goals.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              8.  

            	
              Payment of
      Awards.

            


    

     

    (a)   Awards for
1982.  Each Award granted for the 1982 Award Year (i.e., the
1982 Plan Year for which a 1982 Award is earned) shall be a Contingent Award
subject to the further provisions of this paragraph 8.

    (b)   Awards for 1983 and
Subsequent Award Years.  Each Award granted for the 1983 Award
Year or any subsequent Award Year shall be divided into two equal portions, to
be known as the 50% vested portion and the 50% contingent portion, respectively,
of the Award.

    (c)   Payment of Vested Portions
of Award.  The payment of the 50% vested portion of each Award
granted for the 1983 Award Year or for any subsequent Award Year shall be made
in cash to the Participant as soon as practicable after the close of the Award
Year, unless the Participant has irrevocably elected, with respect to an Award
for 1984 or an earlier Award Year, to defer payment of such vested portion of
such Award as provided in subparagraph (g) below by filing a written election
form with the Committee prior to the beginning of such Award Year.

    (d)   Contingent Accounts of
Participants.  Each Participant’s 1982 Contingent Award and the
50% contingent portion of his Award for 1983 or for any subsequent Award Year
shall be converted into a fixed dollar amount as of the close of the applicable
Award Year and shall be credited to such Participants’ Contingent Account on the
Company’s records of this Plan; subject, however, to the forfeiture provisions
of subparagraph (f) below and other provisions of this paragraph
8.  Each such Contingent Account shall be credited with interest at
the end of each Plan Year as provided in subparagraph (h) below.

    (e)   Payment of Participant’s
Contingent Account and Portion of Current Award upon his Retirement, Death
or  Disability.  If a Participant’s employment with
the 

    
      
        
        

      

      
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      Company
terminates because of retirement after attainment of age 60, death, or total and
permanent disability (i.e., disability resulting in a disability benefit under
the Company’s Long-Term Disability Plan), such Participant, or his Beneficiary
or estate in the event of his death, shall be entitled to receive payment, in 15
substantially equal annual installments commencing as soon as practicable after
the close of the Plan Year during which such termination of employment occurs,
of (i) the entire balance of such Participant’s Contingent Account at the close
of the Plan Year during which the termination of his employment occurs, plus
interest credited in accordance with subparagraph (h) on the unpaid balance
during the payment period, and (ii) a pro-rata portion of his Award, if any, for
the current Award Year, determined by reference to the portion of the current
Award Year during which the Participant was employed.  In its sole
discretion, the Committee may commute the value to be paid in installments and
make payment in a single lump sum or in monthly, quarterly or annual
installments over a period of time of less than 15 years, in any of which events
the amounts to be paid are to be determined by reference to the annual interest
rate credited as provided in subparagraph (h) of this paragraph
8.  For purposes of this subparagraph (e) and other provisions of
paragraph 8, a Participant shall be deemed to be employed by the Company during
any period of time he is employed by Houston Industries Incorporated or any
other wholly-owned subsidiary of Houston Industries Incorporated or the
Company.  Any amount payable after a Participant’s death shall be paid
to the Beneficiary or Beneficiaries designated by such Participant in accordance
with the procedures established by the Committee, or in the absence of such
designation or the failure of any designated Beneficiary to survive the
Participant, to the Participant’s estate.

    

    (f)    Forfeiture of Contingent
Account.  If a participant’s employment with the Company is
terminated for any reason other than retirement, death or disability, as more
fully

    
      
        
        

      

      
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      described
in subparagraph (e) above, such Participant shall forfeit the entire amount in
his Contingent Account and his entire interest in his Award, if any, for the
current Award Year.  All such forfeited amounts shall be cancelled and
the Company shall have no obligation whatsoever to pay such forfeited amounts to
the Participant or to any other person.

    

    (g)   Payment of Deferred Vested
Awards.  Each Deferred Vested Award for 1984 or an earlier
Award Year shall be credited to the Participant’s Deferred Vested Account, which
shall not be subject to forfeiture, and shall be paid to the Participant, or his
Beneficiary or estate in the event of his death, at the end of the deferral
period designated in the written election form, or at the time of Participant’s
earlier termination of employment.  Such Deferred Vested Account shall
be credited with interest, as provided in subparagraph (h) of this paragraph 8,
from the end of the Award Year during which any Deferred Vested Award is earned
to the end of the Plan Year preceding payment.  Notwithstanding any
contrary provisions in the Participant’s written election form, the balance in
the Participant’s Deferred Vested Account shall be paid in 15 substantially
equal annual installments commencing on the earlier of (i) the deferral date
designated in the written election form, or (ii) the first day of the month next
following the month during which the Participant terminates employment with the
Company for any reason.  In its sole discretion, the Committee may commute
the value to be paid in installments and make payment in a single lump sum or in
monthly, quarterly or annual installments over a period of time of less than 15
years, in any of which events the amounts to be paid are to be determined by
reference to the annual interest rate credited to the Deferred Vested Accounts
of Participant, as provided in subparagraph (h) of this Paragraph
8.

    (h)   Interest
Computation.  Interest to be credited prior to January 1, 1985
to the Contingent Accounts of Participants, as provided in subparagraph (c)
above, and to the

    
      
        
        

      

      
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      Deferred
Vested Accounts of Participants, as provided in subparagraph (g) above, and
interest to be credited to new Contingent Awards for Award Years beginning on or
after January 1, 1985 shall be computed at the end of each Plan Year by using
the weighted average interest rate incurred by the Company for short-term
borrowings having maturities of less than one year, during such applicable Plan
Year, and such interest shall be compounded annually.  Interest to be
credited from and after January 1, 1985 to the Contingent Accounts of
Participants attributable to contingent awards for Plan Years prior to 1985 and
the interest to be credited to the Deferred Vested Accounts of Participants
attributable to Deferred Vested Awards for Plan Years prior to 1985, shall be
computed at the end of each Plan Year at an annual interest rate, compounded
annually, determined by reference to the Participant’s Age, as of October 1,
1985, in accordance with the following schedule:

       

    

    
      	
              AGE

            	
              INTEREST
      RATE

            
	
              49
      or less

            	
              Moody’s
      Rate + 4%

            
	
              50
      to 54

            	
              22%
      per year until payment

            
	
              55
      to 59

            	
              23%
      per year until payment

            
	
              60
      or older

               

            	
              24%
      per year until payment

            


    

     

    For
purposes of this subparagraph (h) of paragraph 8, the following terms shall have
the following meanings:

     

    
      (i)    “Moody’s
Rate” means a rate of interest equal to the twelve month average of the
composite yield of Moody’s Seasoned Corporate Bond Yield Index for the twelve
calendar months in a calendar year as determined from Moody’s Bond Record
published by Moody’s Investors Service, Inc.  (or any successor
thereto), or, if such yield is no longer published, a substantially similar
average selected by the Committee.

    

     

    
      
         


      

      
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    (ii)    “Age”
means a Participant’s age on his birthday nearest to October 1,
1985.

     

    
      	
              9.  

            	
              Assignments and
      Transfers.

            


    

     

    A
Participant shall not assign, encumber or transfer his rights and interests
under the Plan and any attempt to do so shall render those rights and interests
null and void.

     

    
      	
              10.  

            	
              Employee Rights Under
      the Plan.

            


    

     

    No
employee or other person shall have any claim or right to be granted an Award
under this Plan.  Neither the Plan nor any action taken thereunder
shall be construed as giving any employee any right to be retained in the employ
of the Company.

     

    
      	
              11.  

            	
              Withholding
      Taxes.

            


    

     

    The
Company shall withhold the amount of any Federal, state or local taxes
attributable to any amounts payable under the Plan.

     

    
      	
              12.  

            	
              Other
      Plans.

            


    

     

    The
payments and benefits under this Plan shall be excluded from considered
compensation under the Houston Industries Incorporated Retirement
Plan.  Such payments however shall be included in considered
compensation under the Houston Industries Incorporated Employee Savings Plan and
the Houston Industries Incorporated Employee Stock Ownership Plan.

     

    
      	
              13.  

            	
              Term.

            


    

     

    Subject
to earlier termination pursuant to the provisions of this Section 13, the Plan
shall have a term of five years from its effective date, January 1, 1982;
provided, however, the Board or terminate the Plan or any of Directors may
amend, suspend portion thereof at any time.


    
      
         


      

      
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    IN
WITNESS WHEREOF, the Company has executed this Plan this 16th day of August,
1985, but effective as of January 1, 1985.

     

    
      	 
      	
              HOUSTON
      LIGHTING & POWER

            
	 
      	
              COMPANY

            
	 
      	 
      
	
              By:

            	
              /s/
      Don D. Jordan

            
	 
      	
              Don
      D. Jordan, Chairman

            
	 
      	
              &
      Chief Executive Officer

            


    

     

    


    
      	
               

              ATTEST:

            	 
      
	
               

              /s/
      Hugh Rice Kelly

            	 
      
	
              Secretary

            	 
      
	 
      	 
      


    

    



    
      
         


      

      
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