1111 Louisiana Street
Houston, Texas, 77002
July 1, 2020
Mr. David J. Lesar
I am pleased to extend to you an offer of employment with CenterPoint Energy (the "Company"), as President & CEO, effective July 1, 2020. Your offer includes the following:
$112,500 per month ($1,350,000 per year)
Short-Term Incentive (STI) plan participation - You will be eligible for participation in the 2020 STI plan. Your target award level is 125% of your 2020 plan year eligible earnings calculated from your hire date. Annual plan year award funding is based upon the achievement of a combination of corporate goals, approved by the Compensation Committee of the Board of Directors (Committee). Your actual payout, if any, is based on achievement of corporate goals as well as your individual performance.
Long-Term Incentive (LTI) plan participation - You will be eligible for participation in the CenterPoint Energy Long-Term Incentive Plan (“LTIP”). This incentive may be granted in a combination of CenterPoint Energy performance share units, restricted stock units, stock options, or other authorized form. On July 1, 2020, you have been granted a 2020-2022 LTIP award with a target incentive level of 520% of your annual base salary, subject to three-year cliff vesting. For your information, your 2020 award is made up of 30% time-based restricted stock units (RSUs), 40% performance-based RSUs based on total shareholder return versus peer companies and 30% performance-based RSUs based on achieving a cumulative net income goal. Your performance-
based awards will vest on December 31, 2022 and your time-based award will vest on July 1, 2023.
You are eligible for several executive benefits including the Change In Control Plan. A summary of these benefits is included for your information.
Participation in CenterPoint Energy’s industry competitive benefits package. A summary is included.
Four (4) weeks of vacation each calendar year until such time as your service qualifies you for additional vacation under the vacation policy.
To facilitate and expedite your relocation to the Company’s headquarters in Houston, Texas, the Company will purchase your residence in Dallas, Texas for $1,217,000 for anticipated resale by the Company. In addition, you will be provided relocation assistance subject to the Company’s relocation policy, at no cost to you. If you accept the Company’s reimbursement for relocation expenses, you will be required to repay 100% of the relocation expenses if you voluntarily resign within the first year after the effective date of your employment and 50% within two years.
On July 1, 2020, you have been granted a one-time, time-based RSU award with a total value of $1,000,000 of CenterPoint Energy stock, subject to ratable vesting over a three-year period. 1/3rd will vest upon your continued employment through the first anniversary of your hire date, 1/3rd will vest upon continued employment through the second anniversary of your hire date, and the remaining 1/3rd will vest upon your continued employment through the third anniversary of your hire date. Any unvested shares will be forfeited should you terminate employment prior to the applicable vesting date. Your award will be subject to the terms and conditions of the applicable award agreement.
July 1, 2020.
The Immigration Reform & Control Act of 1990 requires that all employers verify that persons hired by their firms are authorized to be employed in the United States. Documents verifying this eligibility will need to be provided upon reporting to work.
Where provisions in this letter refer to CenterPoint Energy’s compensation or benefits plans or to policies of CenterPoint Energy, the applicable plan document or policy statement will govern administration of the plan or application of the policy in all cases.
This letter neither constitutes nor may be construed as an employment contract between the Company and you for any period of time. Employment with CenterPoint Energy is an at-will employment relationship governed by applicable federal and state laws.
If you have any questions, please do not hesitate to contact me.
To indicate your acceptance of this employment offer, please sign the original offer letter and return to me. I look forward to working with you and I believe that you will be a great addition to our team and contribute to achieving our vision of leading the nation in delivering energy, service and value.
/s/ Milton Carroll
Executive Chairman of the Board
/s/ David J. Lesar
July 2, 2020
David J. Lesar