ex10-3.htm


     

    Exhibit
10.3

     

     

    HOUSTON
LIGHTING & POWER COMPANY

    EXECUTIVE
INCENTIVE COMPENSATION PLAN

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

     

    First
Amendment

     

    WHEREAS,
Houston Industries Incorporated, a Texas corporation (“HI”), maintained the
Houston Lighting & Power Company Executive Incentive Compensation Plan,
established effective as of January 1, 1982, and as amended and restated effective as of January
1, 1985, (the “Plan”), which made awards to eligible employees of HI in
1982, 1983, and 1984, subject to the vesting and other terms and conditions of
the Plan; and

     

    WHEREAS,
CenterPoint Energy, Inc. (the “Company”), as successor to HI, became the sponsor
of the Plan, effective as of August 31, 2002, and currently maintains the Plan;
and

     

    WHEREAS, as
of January 1, 2005, only one participant in the Plan was an active employee of
the Company who had not vested in the Plan benefits as of December 31, 2004
(with all such other Plan participants having either terminated and forfeited
their Plan benefit or their Plan benefit being fully vested, earned and
commenced as of December 31, 2004); and

     

    WHEREAS, the
Company desires to amend the Plan to comply with the requirements of Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”), with respect
to benefits, and the earnings thereon, that vest after December 31, 2004 and to
reflect the change in the name of the plan sponsor and make certain related
non-substantive changes;

     

    NOW,
THEREFORE, the Company, having reserved the right to amend the Plan in
Section 13 thereof, does hereby amend the Plan, effective as of  the
dates indicated below, as follows:

     

    1.    Effective
as of August 31, 2002, the term “Houston Lighting & Power Company” in the
first paragraph of the Plan is hereby deleted and replaced with “CenterPoint
Energy, Inc.”

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.    Effective
as of August 31, 2002, (i) the term “Personnel Committee” in the first sentence
in Section 3 of the Plan is hereby deleted and replaced with the term
“Compensation Committee” and (ii) the definition of “Committee” in Section 2 of
the Plan is hereby amended to read as follows:

     

    “‘Committee’
means the Compensation Committee referred to in Section 3 hereof.”

     

    3.    Effective
as of January 1, 2008, (i) the Plan is hereby renamed the “CenterPoint Energy,
Inc. 1982 Executive Incentive Compensation Plan,” and the Plan is hereby amended
accordingly to reflect such change, and (ii) the term “Executive Incentive
Compensation Plan” in the first paragraph of the Plan is hereby deleted and
replaced with “CenterPoint Energy, Inc. 1982 Executive Incentive Compensation
Plan, as amended and restated effective as of January 1, 1985, and as thereafter
amended.”

     

    4.    Effective
as of January 1, 2008, Section 8(e) of the Plan is hereby amended to read as
follows:

     

    “(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 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 receive payment, in 15 substantially equal annual installments
after January 1st, but prior to March 1st, of each Plan Year commencing with the
Plan Year immediately following the Plan Year during which such termination of
employment occurs, calculated on 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.  For purposes of
this subparagraph (e) and other provisions of Section 8, a Participant shall be
deemed to be employed by the Company during any period of time he is employed by
the Company or any other wholly-owned subsidiary of 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.”

     

    5.    Effective
as of January 1, 2008, the last sentence in Section 8(g) of the Plan is hereby
deleted.

     

    
      
        
        

      

      
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    6.    Effective
as of January 1, 2008, Section 8 of the Plan is hereby amended to add the
following new subsection (i) thereto:

     

    “(i)           Delay of
Payments to Certain Participants.  Notwithstanding any
provision to the contrary in the Plan, with respect to Plan benefits that vest
after December 31, 2004, including interest credited thereon (and thus subject
to Section 409A of the Internal Revenue Code of 1986, as amended (‘Section
409A’)), if as of the date of the Participant’s ‘Separation from Service’
(within the meaning of that term under Section 409A), other than by reason of
death, the Participant has been identified by the Committee or its delegate as a
‘Specified Employee’ (within the meaning of that term under Section 409A), then
the payment provided under Section 8 of the Plan shall be made on the later of
(i) the payment date provided in the applicable provision of Section 8 or (ii)
the earlier of (A) the expiration of the 6-month period measured from the date
of the Participant’s Separation from Service or (B) the Participant’s date of
death.  In the event a payment is delayed under this Section 8(i)
(‘delayed amount’), the Company shall pay to the Participant, in a lump sum
payment on the date it pays the delayed amount, interest on such delayed amount
at the Moody’s Rate plus 4% based on the number of days the payment was
delayed.”

     

    7.    Effective
as of January 1, 2008, Section 12 of the Plan is hereby amended to read as
follows:

     

    “12.           Other
Plans.  The payments and benefits under this Plan shall be
excluded from considered compensation under the CenterPoint Energy, Inc.
Retirement Plan (formerly known as the Houston Industries Incorporated
Retirement Plan), as amended from time to time.  Such payments however
shall be included in considered compensation under the CenterPoint Energy
Savings Plan (formerly known as the Houston Industries Incorporated Employee
Savings Plan and which include the former Houston Industries Incorporated
Employee Stock Ownership Plan), as amended from time to time.”

     

    8.    Effective
as of January 1, 2008, the Plan is hereby amended to add the following new
Section 14 to read as follows:

     

    “14.           Grandfathered
Section 409A Benefits.  Notwithstanding any provision of this
Plan to the contrary, Awards that are earned and vested as of December 31, 2004,
along with all interest earned thereon (“Grandfathered Section 409A Benefits”),
and which are segregated from benefits that vest or are earned after December
31, 2004, shall be subject to the terms and conditions of the Plan as in effect
on October 3, 2004.  Such Grandfathered Section 409A Benefits shall
not be subject to any amendment to the terms and conditions of the Plan that are
made or effective after October 3, 2004 and are not subject to Section
409A.”

     


    
      
         


      

      
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    IN WITNESS
WHEREOF, CenterPoint Energy, Inc. has caused these presents to be
executed by its duly authorized officer in a number of copies, all of which
shall constitute one and the same instrument, which may be sufficiently
evidenced by any executed copy hereof, this 17th day of October, 2008, but
effective as of dates set forth above.

     

    
      	 
      	
              CENTERPOINT
      ENERGY, INC.

            
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      David M. McClanahan

            
	 
      	
              David
      M. McClanahan

            
	 
      	
              President
      and Chief Executive Officer

            


    

     

     

    
      	
              ATTEST:

            	 
      
	
               

              /s/ Richard
      Dauphin

            	 
      
	
              Richard
      Dauphin

            	 
      
	
              Assistant
      Corporate Secretary

            	 
      


    

     


    
      
         


      

      
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