Summary of Compensation Arrangements for Executive Chairman of CenterPoint Energy, Inc.

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Summary

This document outlines the compensation arrangements for Milton Carroll, Executive Chairman of CenterPoint Energy, Inc., effective February 2014. Mr. Carroll's annual base salary was set at $600,000 starting January 1, 2014, continuing until his service ends or is changed by the Board. He was granted 30,000 restricted stock units payable in June 2016 and another 30,000 units payable in June 2017, both contingent on his continued service as Chairman. He is also eligible for a long-term incentive award equal to 200% of his base salary, similar to other executive officers.

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EX-10.(S) 2 cnp_exhibit10sx12312014.htm EXHIBIT 10.(S) CNP_Exhibit 10(s)_12.31.2014


Exhibit 10(s)

CenterPoint Energy, Inc.
Summary of Certain Compensation Arrangements
of the Executive Chairman of the Board



The following is a summary of certain compensation arrangements payable to Milton Carroll, the Executive Chairman of the Board of Directors (the “Board”) of CenterPoint Energy, Inc. (the “Company”), effective February 2014:
•
Mr. Carroll's annual base salary was increased to $600,000 effective as of January 1, 2014 and continuing thereafter until the termination of Mr. Carroll's service as Executive Chairman of the Board or as otherwise modified by the Board;

•
Mr. Carroll was granted an award of 30,000 restricted stock units to be payable on June 1, 2016 contingent on his continued service as Chairman on that date; and

•
Mr. Carroll will receive a 2014 long term incentive compensation award under the Company's long term incentive plan that will be allocated between performance shares and stock awards on the same basis as 2014 awards to be made to other executive officers, with an incentive compensation target for Mr. Carroll equal to 200% of base salary.

Effective February 2015, Mr. Carroll was granted an additional award of 30,000 restricted stock units
to be payable on June 1, 2017 contingent on his continued service as Chairman on that date. No changes were made to Mr. Carroll's annual base salary or his long-term incentive target in 2015.