exv10w2






Exhibit
10.2







PRIVATE AND

CONFIDENTIAL





	 
	Date:	 	February xx, 2011
	 
	To:	 	«Name»

«Job_Title»
	 
	From:	 	Punam Mathur

Vice President, People Resources
	 
	Re:	 	«Plan_Year» PERFORMANCE SHARES AWARD




On «Grant_Date» the Board of Directors authorized your participation in the NV Energy, Inc. 2004
Executive Long-Term Incentive Plan (the “Plan”) for 2011. This document provides a brief summary
of your rights under the Plan and the terms and conditions of this grant of Performance Shares.
It is important that you sign 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.



Overview of Your Performance Shares





	1.	 	Number of Performance Shares Granted: «PerformBased_Restricted_Shares_»
	 
	2.	 	Date of Grant: «Grant_Date»
	 
	3.	 	Length of Performance Period: The Performance Period began on January 1, 2011 and
is scheduled to end on December 31, 2013.
	 
	4.	 	Performance Measure: The performance measure for this grant was established by the
Board of Directors to be averaging the percentage of target performance achieved under the NV
Energy Short Term Incentive Plan over the Performance Period with respect to the corporate
goals under the plan.




 









 






			
	«Name»

Page 2 of 3
	 	Private and

Confidential







	5.	 	Final Award Determination: The initial number of Performance Shares granted will be
modified upwards or downwards based on performance.
	 
	6.	 	Pay-out of Performance Shares: 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 applicable taxes.
	 
	7.	 	Payment of Dividends: No provision is made for any payment of dividend equivalents
during the performance period for these Performance Shares.
	 
	8.	 	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 the purpose of
this award, “Retirement” shall mean termination of employment with the Company and
its affiliates after (1) attaining age 55 with 10 years of service or (2) attaining
age 60 with five years of service. For the purpose of the preceding sentence,
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.






	9.	 	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.
	 
	10.	 	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
8(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% immediately before the consummation of any transaction in which the Company is not
the surviving Company.
	 
	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»

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	 	Private and

Confidential







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





Executive Long-Term Incentive Plan

2011-2013 Performance Shares

Date of Grant: «Grant_Date»

Acknowledgement of Participation





	 	 	By signing a copy of this Agreement and returning it to the Compensation Department
(MS 07), I acknowledge that I have read the Plan and that I fully understand all of
my rights under the Plan and this 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 Jennifer Oswald, Staff
Compensation Consultant at (702) 402-2247.





	cc:	 	Investor Relations




/PR-Compensation