exhibit10kk3.htm


    Exhibit
10(kk)(3)

     

    CENTERPOINT ENERGY, INC.

    2009 LONG TERM INCENTIVE PLAN

    


    RESTRICTED STOCK UNIT AWARD AGREEMENT

    (With Performance Goal)

    


    Pursuant to this Restricted Stock Unit Award Agreement
("Award Agreement"), CenterPoint Energy, Inc. (the "Company") hereby grants to
the Participant, an employee of the Company, on the Award Date, a restricted
stock unit award of these units of Common Stock of the Company (the "RSU
Award"), pursuant to the CenterPoint Energy, Inc. 2009 Long Term Incentive Plan
(the "Plan"), which is a qualified Performance Award under the Plan, conditioned
upon the Company's achievement of the Performance Goals established by the
Committee over the course of the Vesting Period, and subject to the terms,
conditions and restrictions described in the Plan and as follows:

     

    1.           Relationship to the
Plan; Definitions. This RSU Award is subject to all of the terms,
conditions and provisions of the Plan in effect on the date hereof and
administrative interpretations thereunder, if any, adopted by the
Committee.  Except as defined herein, capitalized terms shall have the
same meanings ascribed to them under the Plan.  To the extent that any
provision of this Award Agreement conflicts with the express terms of the Plan,
it is hereby acknowledged and agreed that the terms of the Plan shall control
and, if necessary, the applicable provisions of this Award Agreement shall be
hereby deemed amended so as to carry out the purpose and intent of the
Plan.  References to the Participant herein also include the heirs or
other legal representatives of the Participant.  For purposes of this
Award Agreement:

     

    "Award Date"
means the date this RSU Award is granted to the Participant.

     

    "Change in Control
Closing Date" means the date a Change in Control (as defined in the Plan)
is consummated during the Vesting Period.

     

    "Change in Control
Payment Date" means the following:

     

    (i)           If
the Participant is not
Retirement Eligible, then the Change in Control Payment Date shall be not later
than the 70th day after the Change in Control Closing Date (regardless of
whether or not the Participant is a Specified Employee); and

     

    (ii)           If
the Participant is
Retirement Eligible and the Change in Control is a Section 409A Change in
Control, then the Change in Control Payment Date shall be not later than the
70th day after the Change in Control Closing Date (regardless of whether or not
the Participant is a Specified Employee); and

     

    (iii)           If
the Participant is
Retirement Eligible, the Change in Control is not a Section 409A Change in
Control and the Participant is not a Specified

     


    
      
          

      

      
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    Employee, then the Change in Control Payment Date shall be
not later than the 70th day after the earlier of:

     

    (1)           the
Vesting Date; or

     

    
      	
                

            	
              (2)

            	
              the Termination
Date.

            


    

     

    (iv)           If
the Participant is
Retirement Eligible, the Change in Control is not a Section 409A Change in
Control and the Participant is a Specified Employee, then the Change in Control
Payment Date shall be as follows:

     

    
      	
                

            	
              (1)

            	
              if (x) the Participant is in continuous Employment
      from the Change in Control Closing Date until and including the Vesting
      Date or (y) the Participant's death occurs prior to the Vesting Date, then
      the Change in Control Payment Date shall be not later than the 70th day
      after the earlier of:

            


    

     

    
      	
                

            	
              (a)

            	
              the Vesting Date;
or

            


    

     

    
      	
                

            	
              (b)

            	
              the date of the Participant's death;
    or

            


    

     

    
      	
                

            	
              (2)

            	
              if the Participant's Employment terminates following
      the Change in Control Closing Date, other than due to death, but prior to
      the Vesting Date, then the Change in Control Payment Date shall be the
      earlier of:

            


    

     

    
      	
                

            	
              (a)

            	
              the second business day following the end of the
      six-month period commencing on the Participant's Termination Date;
      or

            


    

     

    
      	
                

            	
              (b)

            	
              the date of the Participant's death, if death occurs
      during such six-month period.

            


    

     

    "Disability"
means that the Participant is both eligible for and in receipt of benefits under
the Company's long-term disability plan.

     

    "Employment"
means employment with the Company or any of its
Subsidiaries.

     

    "Performance
Goals" means the standards established by the Committee to determine in
whole or in part whether the units of Common Stock under the RSU Award shall
vest, which are attached hereto and made a part hereof for all
purposes.

     

    "Retirement"
means a Separation from Service (i) on or after attainment of age 55 and
(ii) with at least five years of Employment; provided,
however, that such Separation from Service is not by the Company for
Cause.  For purposes of this Award Agreement, "Cause" means the
Participant's (a) gross negligence in the performance of his or her duties, (b)
intentional and continued failure to perform his or her duties, (c) intentional
engagement in

     


    
      
          

      

      
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    conduct which is materially injurious to the Company or its
Subsidiaries (monetarily or otherwise) or (d) conviction of a felony or a
misdemeanor involving moral turpitude.  For this purpose, an act or
failure to act on the part of the Participant will be deemed "intentional" only
if done or omitted to be done by the Participant not in good faith and without
reasonable belief that his or her action or omission was in the best interest of
the Company, and no act or failure to act on the part of the Participant will be
deemed "intentional" if it was due primarily to an error in judgment or
negligence.

     

    "Retirement
Eligible" means the Participant (i) is or will be age 55 or older and
(ii) has or will have at least five years of Employment, on or after the Award
Date but prior to the calendar year in which the Vesting Date
occurs.

     

    "Section
409A" means Code Section 409A and the Treasury regulations and guidance
issued thereunder.

     

    "Section 409A Change
in Control" means a Change in Control that satisfies the requirements of
a change in control for purposes of Code Section 409A(a)(2)(A)(v) and the
Treasury regulations and guidance issued thereunder.

     

    "Separation from
Service" means a separation from service with the Company or any of its
Subsidiaries within the meaning of Treasury Regulation § 1.409A-1(h) (or any
successor regulation).

     

    "Specified
Employee" has the meaning of that term under Code Section
409A(a)(2)(B)(i) and the Treasury regulations and guidance issued
thereunder.

     

    "Termination
Date" means the date of the Participant's Separation from
Service.

     

    "Vesting
Date" means [_________,
20XX].

     

    "Vesting
Period" means the period commencing on the Award Date and ending on the
Vesting Date.

     

    2.           Establishment of RSU
Award Account.  The grant of units of Common Stock of the
Company pursuant to this Award Agreement shall be implemented by a credit to a
bookkeeping account maintained by the Company evidencing the accrual in favor of
the Participant of the unfunded and unsecured right to receive such units of
Common Stock, which right shall be subject to the terms, conditions and
restrictions set forth in the Plan and to the further terms, conditions and
restrictions set forth in this Award Agreement.  Except as otherwise
provided in Section 10 of this Award Agreement, the units of Common Stock
credited to the Participant's bookkeeping account may not be sold, assigned,
transferred, pledged or otherwise encumbered until the Participant has been
registered as the holder of shares of Common Stock on the records of the
Company, as provided in Sections 4, 5 or 6 of this Award
Agreement.

     

    3.           Vesting of RSU
Award.  Unless earlier (a) vested or forfeited pursuant to this
Section 3 or Section 4 below or (b) vested upon the occurrence of a Change in
Control pursuant to Section 5 below, the Participant's right to receive shares
of Common Stock (if any)

     


    
      
          

      

      
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    under this Award Agreement shall vest on the Vesting
Date.  No later than 60 days after the Vesting Date, the Committee
shall determine the extent to which the Performance Goal has been
achieved.  Upon completing its determination of the level at which the
Performance Goal has been achieved, the Committee shall notify the Participant,
in the form and manner as determined by the Committee, of the number of shares
of Common Stock (if any) under this Award Agreement that will be issued to the
Participant pursuant to Section 6.  Except as provided in Sections 4
and 5 below, the Participant must be in continuous Employment during the Vesting
Period in order for the RSU Award to vest; otherwise, all such units shall be
forfeited as of the Participant's Termination Date.

     

    4.           Effect
of Separation from Service; Timing of Distribution.

     

    (a)           Separation
from Service Prior to the Vesting Date or Change in
Control.  Notwithstanding Section 3 above, if prior to (i) the
Vesting Date or (ii) the occurrence of a Change in Control, the Participant's
Separation from Service occurs due to Retirement, death or Disability,
then:

     

    (1)           Retirement.  In
the event of Retirement, the Participant shall vest in the right to receive a
number, if any, of the shares of Common Stock (rounded up to the nearest whole
share) determined by multiplying (x) the total number of units of Common Stock
subject to this Award Agreement based upon the Committee's determination of the
achievement of the Performance Goal after the end of the Vesting Period, as
provided in Section 3, by (y) a fraction, the numerator of which is the number
of days that have elapsed from the Award Date to the Participant's Termination
Date, and the denominator of which is the total number of days in the Vesting
Period; or

     

    (2)           Death or
Disability.  In the event of the Participant's death or
Separation from Service due to Disability, without regard to the Performance
Goals, the Participant shall vest in the right to receive a number of the shares
of Common Stock (rounded up to the nearest whole share) determined by
multiplying (x) the total number of units of Common Stock granted subject to
this Award Agreement by (y) a fraction, the numerator of which is the number of
days that have elapsed from the Award Date to the Participant's Termination
Date, and the denominator of which is the total number of days in the Vesting
Period.

     

    (b)           Timing of
Distribution.

     

    (1)           Retirement.  If
the Participant is entitled to a benefit pursuant to Section 4(a)(1) hereof, a
number of shares of Common Stock equal to the number of vested shares of Common
Stock subject to this Award Agreement (as determined by the Committee in
accordance with Section 3 and Section 4(a)(1), if any) shall be registered in
the name of the Participant and delivered to the Participant not later than the
70th day after the Vesting Date.

     


    
      
          

      

      
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    (2)           Death.  If
the Participant is entitled to a benefit pursuant to Section 4(a)(2) hereof due
to the Participant's death, the number of shares of Common Stock determined in
accordance with Section 4(a)(2) shall be registered in the name of the
Participant's estate and delivered to the Participant's estate as soon as
practicable but not later than the 70th day after the date of the Participant's
death.

     

    (3)           Disability.

     

    (A)           Specified
Employee and Retirement Eligible.  If the Participant (i) is
entitled to a benefit pursuant to Section 4(a)(2) hereof due to the
Participant's Separation from Service due to Disability, (ii) is a Specified
Employee, and (iii) is Retirement Eligible, the number of shares of Common Stock
determined in accordance with Section 4(a)(2) shall be registered in the name of
the Participant and delivered to the Participant on the date that is the earlier
of (x) the second business day following the end of the six-month period
commencing on the Participant's Termination Date or (y) the Participant's date
of death, if death occurs during such six-month period.

     

    (B)           All Other
Participants.  Except as provided in Section 4(b)(3)(A), if the
Participant is entitled to a benefit pursuant to Section 4(a)(2) hereof due to
the Participant's Separation from Service due to Disability, the number of
shares of Common Stock determined in accordance with Section 4(a)(2) shall be
registered in the name of the Participant and delivered to the Participant as
soon as practicable but not later than the 70th day after the date of the
Participant's Termination Date.

     

    (c)           Dividend
Equivalents.  Upon the date of delivery of shares of Common
Stock under this Section 4, the Participant shall also be entitled to receive
Dividend Equivalents for the period from the Award Date to the date such vested
shares of Common Stock are distributed to the Participant (in accordance with
the requirements of Section 409A, to the extent applicable).

     

    5.           Distribution Upon a
Change in Control.  Notwithstanding any provision of this Award
Agreement to the contrary, if during the Participant's Employment and prior to
the end of the Vesting Period or an accelerated vesting event under Section 4
above there is a Change in Control of the Company, then, upon the Change in
Control Closing Date and without regard to the Performance Goal, the
Participant's right to receive the unvested units of Common Stock subject to
this Award Agreement shall be vested and settled by a distribution, on the
Change in Control Payment Date, to the Participant of:

     

    (a)           The
number of units of Common Stock subject to this Award Agreement not previously
vested or forfeited pursuant to Sections 3 or 4 above, plus

     


    
      
          

      

      
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    (b)           Dividend
Equivalents in the form of shares of Common Stock (rounded up to the nearest
whole share) for the period commencing on the Award Date and ending on the date
immediately preceding the Change in Control Closing Date;

     

    with such shares of Common Stock registered in the name of
the Participant and delivered to the Participant.  In lieu of the
foregoing distribution in shares, the Committee, in its sole discretion, may
direct that such distribution be made to the Participant in a lump sum cash
payment equal to:

     

    (x)           The
product of (i) the Fair Market Value per share of Common Stock on the date
immediately preceding the Change in Control Closing Date and (ii) the number of
units of Common Stock subject to this Award Agreement not previously vested or
forfeited pursuant to Sections 3 or 4 above, plus

     

    (y)           Dividend
Equivalents for the period commencing on the Award Date and ending on the date
immediately preceding the Change in Control Closing Date;

     

    with such cash payment to be made on the Change in Control
Payment Date.  Such distribution under this Section 5, whether in the
form of shares of Common Stock or, if directed by the Committee, in cash, shall
satisfy the rights of the Participant and the obligations of the Company under
this Award Agreement in full.

     

    6.           Payment of RSU Award
Under Section 3.  Upon the vesting of the Participant's right
to receive the shares of Common Stock pursuant to Section 3 under this Award
Agreement, a number of shares of Common Stock equal to the number of vested
shares of Common Stock subject to this Award Agreement (as determined by the
Committee in accordance with Section 3, if any) shall be registered in the name
of the Participant and delivered to the Participant not later than the 70th day
after the Vesting Date.  Moreover, upon the date of delivery of shares
of Common Stock, the Participant shall also be entitled to receive Dividend
Equivalents for the period commencing on the Award Date and ending on the date
such vested shares of Common Stock are distributed to the Participant (in
accordance with the requirements of Section 409A, to the extent
applicable).

     

    7.           Confidentiality.  The
Participant agrees that the terms of this Award Agreement are confidential and
that any disclosure to anyone for any purpose whatsoever (save and except
disclosure to financial institutions as part of a financial statement,
financial, tax and legal advisors, or as required by law) by the Participant or
his or her agents, representatives, heirs, children, spouse, employees or
spokespersons shall be a breach of this Award Agreement and the Company may
elect to revoke the grant made hereunder, seek damages, plus interest and
reasonable attorneys' fees, and take any other lawful actions to enforce this
Award Agreement.

     

    8.           Notices.  For
purposes of this Award Agreement, notices to the Company shall be deemed to have
been duly given upon receipt of written notice by the Corporate Secretary of
CenterPoint Energy, Inc., 1111 Louisiana, Houston, Texas 77002, or to such other
address as the Company may furnish to the Participant.

     


    
      
          

      

      
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    Notices to the Participant shall be deemed effectively
delivered or given upon personal, electronic, or postal delivery of written
notice to the Participant, the place of Employment of the Participant, the
address on record for the Participant at the human resources department of the
Company, or such other address as the Participant hereafter designates by
written notice to the Company.

     

    9.           Shareholder
Rights.  The Participant shall have no rights of a shareholder
with respect to the units of Common Stock subject to this Award Agreement,
unless and until the Participant is registered as the holder of such shares of
Common Stock.

     

    10.           Successors and
Assigns.  This Award Agreement shall bind and inure to the
benefit of and be enforceable by the Participant, the Company and their
respective permitted successors and assigns except as expressly prohibited
herein and in the Plan.  Notwithstanding anything herein or in the
Plan to the contrary, the units of Common Stock are transferable by the
Participant to Immediate Family Members, Immediate Family Member trusts, and
Immediate Family Member partnerships pursuant to Section 13 of the
Plan.

     

    11.           No Employment
Guaranteed.  Nothing in this Award Agreement shall give the
Participant any rights to (or impose any obligations for) continued Employment
by the Company or any
Subsidiary, or any successor thereto, nor shall it give such entities any rights
(or impose any obligations) with respect to continued performance of duties by
the Participant.

     

    12.           Waiver.  Failure
of either party to demand strict compliance with any of the terms or conditions
hereof shall not be deemed a waiver of such term or condition, nor shall any
waiver by either party of any right hereunder at any one time or more times be
deemed a waiver of such right at any other time or times.  No term or
condition hereof shall be deemed to have been waived except by written
instrument.

     

    13.           Compliance with
Section 409A.  It is the intent of the Company and the
Participant that the provisions of the Plan and this Award Agreement comply with
Section 409A and will be interpreted and administered consistent
therewith.  Accordingly, (i) no adjustment to the RSU Award pursuant
to Section 14 of the Plan and (ii) no substitutions of the benefits under this
Award Agreement, in each case, shall be made in a manner that results in
noncompliance with the requirements of Section 409A, to the extent
applicable.  The foregoing notwithstanding, if the Participant is not
Retirement Eligible, then at all times prior to the payment date, the benefit
payable under this Award Agreement is subject to a substantial risk of
forfeiture within the meaning of Treasury Regulation § 1.409A-1(d) (or any
successor regulation) and, accordingly, with respect to such Participant, this
RSU Award is not subject to Section 409A under the short term deferral
exclusion, and this Award Agreement shall be interpreted and administered
consistent therewith.

     

    14.           Withholding.  The
Company shall have the right to withhold applicable taxes from any distribution
of the Common Stock (including, but not limited to, Dividend Equivalents) or
from other cash compensation payable to the Participant at the time of such
vesting and delivery pursuant to Section 11 of the Plan (but subject to
compliance with the requirements of Section 409A, if
applicable).

     


    
      
          

      

      
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    15.           Compliance with
Recoupment Policy.  Any amounts payable,  paid, or
distributed under this Award Agreement are subject to the recoupment policy of
the Company as in effect from time to time.

     

    16.           Modification of
Award Agreement.  Any modification of this Award Agreement is
subject to Section 13 hereof and shall be binding only if evidenced in writing
and signed by an authorized representative of the Company.

     


    
      
          

      

      
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