EXHIBIT 10.1


 





 


                


PRIVATE AND


CONFIDENTIAL


 


Date:     ___________, 2013


 


To:        [Name] 


[Job Title]


 


From:    Alice A. Cobb


            Senior Vice President, Human Resources and
IT


            




Re:        2013 PERFORMANCE SHARES
AWARD


 





                                                                                    


The
Board of Directors authorized your participation in the NV Energy, Inc. 2004
Executive Long-Term Incentive Plan (the "Plan") for 2013.  This
document provides a brief summary of your rights under the Plan and the terms
and conditions of this grant of Performance Share Units (“Performance Shares”). 
It is important that you sign page 4 of this agreement, return the
original to Compensation, and retain a copy for your files. 


 


The
Plan provides complete details of your rights under the Plan, as well as all of
the conditions and limitations affecting such rights.  If there is any
inconsistency between the terms of this summary and the terms of the Plan, the
Plan’s terms shall completely supersede and replace the conflicting terms of
this summary. Unless otherwise defined herein, capitalized terms shall have
the same meaning as their definitions in the Plan.


                        


The
Board of Directors specifically designates Officers and Executives that are
eligible to participate in the Plan.  Officers, Executives, and other selected
employees are considered “insiders” and their ability to purchase and sell NVE
shares will be subject to insider trading and reporting rules of the SEC.  The
Performance Shares granted to you under the Plan are nontransferable, other
than by will or by the laws of descent and distribution.


 


1.    
Date
of Grant:    [Grant
Date]


 


2.    
Length
of Performance Period:    The Performance Period began on January 1, 2013 and is
scheduled to end on December 31, 2015.  
 


 


3.    
Overview
of Your Performance Shares


 


A.   
Number
of Performance Shares Granted at Target:   ____________


 


Determination of Performance Shares Earned:    The performance
measure for this portion of the grant was established by the Board of Directors
to be Cumulative Earnings Per Share (EPS) as a percentage of target.  In determination of performance, the Board
will consider adjustments for gains and losses on the sale of assets,
out-of-period items, reserve adjustments, and unusual and/or non-recurring
items of gain or loss.
 


 


The Cumulative EPS target for the Performance
Period is $______.  


 












 




 










 








 




 








 


	
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The number of Performance Shares to be earned
for this portion of the grant will be based on the following table, with the
amount of Performance Shares to be awarded proportionately adjusted to the
extent performance is between the values set forth in the table:


 




	
  Performance

  (% of target)

  	
  Payout %

  	
  Shares to be Awarded

  
	
  < 90%

  	
  0%

  	
   

  
	
  90.0%

  	
  50%

  	
  Threshold:    

  
	
  92.5%

  	
  63%

  	
   

  
	
  95.0%

  	
  75%

  	
   

  
	
  97.5%

  	
  88%

  	
   

  
	
  100.0%

  	
  100%

  	
  Target:  

  
	
  102.5%

  	
  125%

  	
   

  
	
  105.0%

  	
  150%

  	
   

  
	
  107.5%

  	
  175%

  	
   

  
	
  ≥ 110.0%

  	
  200%

  	
  Optimal: 

  






 


 


B.   
Number
of Performance Shares Granted at Target:    «_________


 


Determination of Performance Shares Earned:    The performance
measure for this portion of the grant was established by the Board of Directors
to be Total Shareholder Return.  The measurement compares NVE stock price
appreciation plus dividends over the Performance Period against the Total
Shareholder Return of the other companies that have been in the EEI Index over
the entire Performance Period. 


 


The number of Performance Shares to be earned
for this portion of the grant will be based on the following table, with the
amount of Performance Shares to be awarded proportionately adjusted to the
extent performance is between the values set forth in the table.


 


	
  Performance

  	
  Payout %

  	
  Shares to be Awarded

  
	
  < 35th
  Percentile

  	
  0%

  	
   

  
	
  35th
  Percentile

  	
  50%

  	
  Threshold:  

  
	
  50th
  Percentile

  	
  100%

  	
  Target:  

  
	
  75th
  Percentile

  	
  150%

  	
   

  
	
  80th
  Percentile

  	
  167%

  	
   

  
	
  85th
  Percentile

  	
  183%

  	
   

  
	
  90th
  Percentile

  	
  200%

  	
  Optimal:

  




 


4.    
Final
Award Determination: 
The initial number of Performance Shares granted will be modified upwards or
downwards based on performance criteria outlined above.  


 


5.    
Pay-out
of Performance Shares: 
The Committee shall have sole discretion to determine the degree to which the
performance goals have been attained. 
Subject
to the terms of the Plan, you will receive a pay-out of the aggregate value of
your earned Performance Shares within 70 days following the end of the
Performance Period.  The pay-out of the aggregate value of your Performance
Share grant will be made in the form of shares, minus shares withheld to pay
applicable taxes.  Shares withheld to pay applicable taxes will be calculated
at the minimum rate to cover required taxes.  


 


6.    
Payment
of Dividends: 
The Company shall credit the Performance Shares to a bookkeeping account (the
“Account”) maintained by the Company for your benefit.  Upon the
occurrence of an event set forth in Section 9A.1 of
the Plan, the number of Performance Shares credited to the Account shall be equitably and appropriately adjusted as provided
in that Section.












 




 










 








 




 








 


	
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On each date that cash dividends are paid on
shares of Company common stock, the Company will credit the Account with a
number of additional Performance Shares equal to the result of dividing
(i) the product of the total number of Performance Shares credited to the
Account on the record date for such dividend and the per share amount of such
dividend by (ii) the Fair Market Value of one share of common stock on the
date such dividend is paid by the Company to shareholders.  The additional
Performance Shares shall be or become vested to the same extent as the Performance
Shares that resulted in the crediting of such additional Performance Shares.


 


7.    
Termination
of Employment: 
 


 


a.    
By
Death, Disability, or Retirement:   In the event your employment is terminated
during a Performance Period by reason of death, Disability, or Retirement, you
or your designated beneficiary will receive a prorated pay-out of the
Performance Shares.  The amount of pay-out shall be determined based on the
length of time you were actively employed during the Performance Period and the
achievement of the pre-established performance goals.  The Committee shall have
sole discretion to determine the degree to which the performance goals have
been attained.  Payment will be made at the same time payments are made to
Participants who did not terminate employment during the Performance Period. 
For purposes of this Award, Retirement means the cessation of performance of
services for the Company and its Subsidiaries after (i) attainment of age 55
with 10 years of service; (ii) attainment of age 60 with 5 years of service; or
(iii) attainment of age 591⁄2 for individuals who participate in the NV
Energy 401(k) Plan. For purposes of determining whether you have “Retired,”
service shall be measured by completed calendar months of employment.  


 


b.   
For
Other Reasons: 
In the event your employment is terminated for any other reason your Performance
Shares shall be forfeited to the Company.


 


8.  Confidentiality.  By signing this
document, you agree that the existence and all terms of this award are
confidential and may not be disclosed by you to any third parties (including
coworkers), except that you may disclose this award to your immediate family
members, your financial, tax and legal advisors, or as may be required by law
or by any compulsory judicial or administrative process.


 


9.  Change in Control:    In the event the Performance Shares are
assumed by an acquiring company as part of a corporate reorganization, the
performance target shall be deemed satisfied at 100% and the payment of the
Performance Shares shall only be subject to the continued employment of the
Participant through the Performance Period (or termination under section 7(a)). 
In addition, the terms of the Company’s change-in-control policy, as it may be
adopted from time to time, shall apply.  If the Performance Shares are not
assumed, they shall be paid out at 100% of target immediately before the
consummation of any transaction in which the Company is not the surviving
Company. 


 


10.  Section 409A:  It is intended that
the terms of the Award will not result in the imposition of any tax liability
pursuant to Section 409A of the Code. This Award shall be construed and
interpreted consistent with that intent. 


11. Clawback.  This Award and any
resulting payment or shares is subject to set-off, recoupment, or other
recovery or "claw back" as required by applicable law or by any
Company policy on the claw back of compensation, as amended from time to time.












 




 










 








 




 








 


	
  [Name]

  	
  Private and

  
	
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  4 of 4

  	
  Confidential

  




 


         Please acknowledge your receipt of this
document by signing the following representation:


 


Executive Long-Term
Incentive Plan


2013-2015 Performance
Shares 


Date of Grant: 
___________


Acknowledgement of
Participation


 


By
signing a copy of this Award Agreement, I acknowledge that I have read the Plan
and that I fully understand all of my rights under the Plan and this Award Agreement
and summary, as well as all of the terms and conditions which may limit my
eligibility to receive a pay-out with respect to the Performance Shares granted
under the Plan.  Without limiting the generality of the preceding sentence, I
understand that my right to receive a pay-out with respect to the Performance
Shares granted to me under the Plan is conditioned upon my continued employment
with the Company, that the Plan can be terminated at any time and that the
Board reserves the right, at its sole discretion, to determine whether there
shall be awards and the amounts thereof under the Plan, and that its discretion
need not be exercised uniformly or consistently.


 


 


 


 


                                                                                    By                                             


                                                                                             Name 


 


                                                                                    Date__________________ 


 


 


Please
refer any questions you may have regarding your Performance Shares to
_______________ at ___________________.