CLECO CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT

 

a.

For the remainder of the Company’s 2011 fiscal year, a prorated amount equivalent to annualized base compensation in the amount $700,000; and

 

b.

For the Company’s 2012 Fiscal Year, annualized base compensation in an amount not less than $725,000.

 

a.

Annual Incentive Plan or any successor thereto (any bonus payable thereunder referred to as an “Incentive Bonus”); provided that Executive’s target Incentive Bonus thereunder for any year shall not be less than Executive’s Base Compensation payable with respect to such year.

 

b.

2010 Long-Term Incentive Compensation Plan or any successor thereto (the “Equity Incentive Plan”); provided that for the 2011 Performance Cycle (as defined therein) Executive shall receive a target award in the amount of 40,000 shares of the Company’s common stock, $1.00 par value per share (“Common Stock”), subject to the goals and other terms and conditions generally applicable to awards made with respect to the 2011 Performance Cycle, and that for the 2012 Performance Cycle and each such cycle thereafter, Executive shall receive a target award with a value not less than 200% of his then current Base Compensation, subject to the goals and other terms and conditions generally applicable to awards made with respect to each such cycle.

 

c.

Supplemental Executive Retirement Plan, most recently amended and restated effective January 1, 2009 (the “SERP”), subject to the terms of that certain Participation Agreement, substantially in the form attached hereto as Exhibit B.

 

a.

Pay for the benefit of or reimburse to Executive the cost of temporary housing in Louisiana, within 60 miles of the Company’s headquarters for a maximum of six months;

 

b.

Pay for the benefit of or reimburse to Executive the cost of transporting Executive’s household goods and other personal property, in accordance with the Company’s usual relocation practices, including, without limitation, one or more trips to Louisiana, by Executive and his spouse for the purpose of locating a property within 60 miles of the Company’s corporate headquarters; and

 

c.

The Company shall, with respect to Executive’s Texas property:

 

i.

Reimburse to Executive an amount equal to the sum of (x) any customary sales commission paid by Executive with respect to the sale of the property, and (y) the excess of Executive’s Adjusted Cost over Executive’s gross sales proceeds, if any, but not more than 10% of such Adjusted Cost.   As used herein, the term “Adjusted Cost” shall mean Executive’s initial purchase price, increased by the cost of capital improvements, but not more than 120% of Executive’s initial purchase price.

 

ii.

In the event the sale of such property is not consummated before September 1, 2011, Executive may cause the Company or its designee to purchase such property for Executive’s Adjusted Cost.

 

a.

Executive’s Base Compensation in effect as of his Separation Date for the remainder of his then current Employment Term, such amount to be determined without regard to any renewal that may have occurred as of the Anniversary Date immediately preceding such date, but not less than two years.

 

b.

Executive’s actual Incentive Bonus for the year in which his Separation Date occurs prorated to reflect Executive’s actual period of service during such year.

 

c.

At the written request of Executive:

 

i.

The purchase of the Louisiana property owned by Executive as of his Separation Date (Executive’s “LA Property”), provided such LA Property is located within 60 miles of Executive’s primary work location, for an amount equal to the greater of (x) the fair market value of such property as determined by the Company’s third party relocation service, or (y) the purchase price of such property and the documented cost of any capital improvements made to the such property made by Executive, but not more than 120% of such purchase price; and

 

ii.

Pay or reimburse Executive for the cost of transporting Executive’s household goods and other personal property, in accordance with the Company’s usual relocation practice, to any location in the continental United States.

 

d.

If Executive timely elects to continue coverage under the Company’s group medical plan within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), an amount equal to the full cost, including a tax equivalency bonus, such that Executive retains the full cost after all taxes and related charges are paid, of the continuation coverage premium for the same type and level of coverage elected by Executive and/or his spouse or eligible dependents for a period of 18 months, which amount shall be paid on a quarterly basis in arrears.

 

e.

Executive’s Incentive Bonus in the target amount, determined with respect to the year in which his Separation Date occurs, multiplied by the number of whole and fractional years with respect to which his Base Compensation is payable under subparagraph a hereof.

 

f.

Executive shall be fully vested in his benefits then accrued under the SERP, notwithstanding the provisions of Exhibit B hereto or the provisions of such plan to the contrary.

 

g.

At the end of any period of continuation coverage under the Company’s group medical plan in accordance with Code Section 4980B, Executive and his spouse shall vest in and

 

be entitled to full access to coverage under the Company’s Retiree Medical Plan, regardless of the actual number of his years of service or his age as of such date, for the remainder of their lives; provided that Executive, or his spouse as the case may be, shall pay to the Company the full cost of such coverage (i.e., the aggregate of retiree and any employer premiums).  The Company shall reimburse to Executive or his spouse, as the case may be, an amount equal to the employer’s portion of such full cost, determined in accordance with the Company’s standard premium schedule applicable to retirees, as the same may be modified from time to time, including a tax equivalency bonus, such that Executive, or his spouse, retains the full cost of the employer’s portion of the premium after all taxes and related charges are paid, which amount shall be paid on a quarterly basis in arrears. Without the necessity of a further writing, the parties hereto agree that the provision of this subparagraph g shall be deemed to amend the Company’s Retiree Medical Plan. Executive acknowledges that nothing contained herein shall be deemed to prohibit the amendment or modification of the Company’s group medical plan or the Retiree Medical Plan, such amendment or modification generally applicable to all or substantially all participants therein, which shall be at the discretion of the Company in accordance with the provisions of such plans.

 

h.

Unless the terms of an individual award are more favorable, restrictions shall lapse and performance objectives shall be deemed satisfied with respect to (i) the actual number of shares of restricted stock awarded to Executive under the Company’s Equity Incentive Plan with respect to which forfeiture restrictions are deemed lapsed and/or performance objectives are deemed satisfied, determined at the end of the applicable performance cycle or other designated forfeiture period, (ii) multiplied by a fraction, the numerator of which is the number of days in such period or cycle prior to Executive’s Separation Date and the denominator of which is the total number of days in such cycle or period.

 

a.

The benefits set forth in Sections 3.1d, 3.1f and 3.1g hereof, whether to Executive or his spouse; and

 

b.

To Executive (or to his estate) an amount determined in accordance with Section 3.1b hereof in the form of a single-sum at the time Executive would have otherwise received such Incentive Bonus notwithstanding his death or Disability.

 

a.

Committed an act of fraud, embezzlement or theft in the course of employment or otherwise engaged in any intentional misconduct which is materially injurious to the financial condition or business reputation of the Company or its Affiliates;

 

b.

Committed intentional damage to the property of the Company and its Affiliates or has committed intentional wrongful disclosure of proprietary or Confidential Information (as defined in Section 5.2 hereof), which is materially injurious to the financial condition or business reputation of the Company or its Affiliates;

 

c.

Been convicted with no further possibility of appeal, or entered a guilty or nolo contendere plea, for a felony or a crime involving moral turpitude;

 

d.

Intentionally, recklessly or negligently violated any material provision of the Company’s code of conduct or equivalent code or policy applicable to Executive;

 

e.

Intentionally, recklessly or negligently violated any material provision of the Sarbanes-Oxley Act of 2002 or any of the rules adopted by the Securities and Exchange Commission implementing any such provision; or

 

f.

Failed to fully cooperate to the extent requested by the Company or an Affiliate with any investigation by a governmental or independent agency involving the Company or an Affiliate.

 

a.

The amounts determined under Sections 3.1a, 3.1b and 3.1e hereof, which amounts shall be aggregated and paid in the form of a single-sum 45 days after Executive’s Separation Date, provided that Executive has then satisfied all applicable conditions;

 

b.

The benefit described in Section 3.1c hereof, subject to the terms and conditions set forth therein.

 

c.

The benefits and amounts set forth in Sections 3.1d, 3.1f, 3.1g, and 3.1h hereof.

 

a.

A material reduction in the amount of Executive’s Base Compensation;

 

b.

A material reduction in Executive’s authority, duties or responsibilities from those contemplated in Section 1.1 of this Agreement;

 

c.

A failure to nominate, elect or re-elect, or a removal of, Executive, as a member of the Board;

 

e.

Executive is required to transfer to an office or business location located more than 60 miles from the primary location to which he was assigned prior thereto.

 

a.

Executive’s Base Compensation in effect immediately before such Change in Control is significantly reduced or there is a significant reduction or termination of Executive’s rights to any employee benefit in effect immediately prior to the change;

 

b.

Executive’s authority, duties or responsibilities are significantly reduced from those contemplated in Section 1.1 hereof or Executive has reasonably determined that, as a result of a change in circumstances that significantly affects his employment with the Company or an Affiliate, he is unable to exercise the authority, power, duties and responsibilities contemplated in such section;

 

c.

Executive is required to be away from his office in the course of discharging his duties and responsibilities under this Agreement significantly more than was required prior to the Change in Control;

 

d.

Executive is required to transfer to an office or business location located more than 60 miles from the primary location to which he was assigned prior to the Change in Control;

 

e.

Executive is not nominated, elected or re-elected as, or is removed from being, a member of the Board; or

 

f.

The Company, or its successor, provides to Executive notice of non-renewal, as set forth in Section 1.2 hereof.

 

a.

The Company shall pay to Executive an amount equal to three times the sum of Executive’s annualized Base Compensation and target bonus, each determined immediately before the consummation of the Change in Control, which amount shall be

 

payable in the form of a single-sum 30 days after Executive’s Separation Date or the first business day thereafter;

 

b.

The Company shall provide to Executive the benefit described in Section 3.1c hereof, subject to the terms and conditions set forth therein;

 

c.

The Company shall pay to Executive the amount described in Section 3.1d hereof, subject to the terms and conditions set forth therein, but determined for a period of 36 months;

 

d.

Executive and his spouse, shall be entitled to receive the benefits and amounts set forth in Section 3.1g hereof.

 

a.

Hire or offer to hire any of the Company’s or Affiliate’s officers, employees or agents;

 

b.

Persuade or attempt to persuade in any manner any officer, employee or agent of the Company or an Affiliate to discontinue any relationship with the Company; or

 

c.

Solicit or divert or attempt to divert any customer or supplier of the Company or an Affiliate then doing business in the Restricted Area.

By:           /s/  Wade Hoefling                                                      

            /s/  Bruce A. Williamson                           

Its:                 Senior Vice President                                                      

Date:                      4/21/2011                                          

Date:                  4/21/2011                                                   

Lafayette

Natchitoches

Rapides

Red River

Sabine

St. Landry

St. Martin

St. Mary

St. Tammany

Vernon

Washington

1.

Participant acknowledges that his initial date of participation shall be July 5, 2011 (his “Participation Date”); provided that Participant commences employment with the Company not later than such date pursuant to the terms and conditions of that certain Executive Employment Agreement by and between Participant and the Company dated [the date hereof] (the “Employment Agreement”).

2.

By execution below, Participant agrees to be bound by and subject to the conditions and terms of the Plan, a copy of which has been furnished to him, including any rules, practices or interpretations thereof adopted or promulgated by the Committee or its designees; Participant expressly agrees and consents to any interpretation or construction made by the Committee of any provision of the Plan and to the resolution by the Committee of any question or inquiry arising thereunder.

3.

Participant acknowledges that as a condition of the receipt of benefits under the Plan (a) he will be deemed to receive any benefit accrued under another qualified employee benefit plan maintained by the Company in the form of a joint and 100% survivor annuity, regardless of the form actually paid, and (b) benefits accrued under the Plan may be offset by any amount accrued under one or more of the Company’s (or an affiliate’s) benefit plans in a manner reasonably consistent with the purposes and intent of Section 5.3 of the Plan (or any similar or successor provision providing for such offset).

4.

Participant further acknowledges that his right to benefits under the Plan is contingent upon full disclosure of any benefits attributable to Participant’s employment with any prior or successor employer, which amounts offset any benefit payable to him under the Plan in accordance with Section 5.3 thereof.  Participant represents that as of the date hereof the following is a complete list of any benefit or plan defined as an “Other Employer Plan” under Section 2.15 of the Plan, whether or not any such benefit has been paid or distributed:

5.

Participant acknowledges that his eligibility for benefits under the Plan is contingent upon provision to the Committee, whether by Participant, or any person claiming benefits through Participant, of all information and data required by the Committee to determine the amount of the benefit properly payable to him, including, without limitation, such information as the Committee may require with respect to any “Other Employer Plan.”

                                                                  

__________                                  

Date: ____________________ , 2011

Date: __________________, 2011

 

a.

The lapse of the Restriction Period in accordance with paragraph 2 hereof, in which event the balance of your account shall be distributed to you as soon as practicable thereafter; or

 

b.

The forfeiture of your Restricted Stock, in which event the balance then credited to your Ledger Account shall contemporaneously be forfeited to the Company.

Very truly yours,

By:                                                                                           

Its:                                            

 

2010 Long-Term Incentive Compensation Plan

 

Prospectus

                                                                                            

Signature

Date:                                             

 

a.

Acknowledges that he has been advised to consult an attorney before signing this Release and that Executive has done so.

 

b.

That he has 21 calendar days after the Notice Date (above) to consider whether to sign this Release, without alteration, and return it to the Company by first class mail or by hand delivery, and that if he executes and delivers this Release before the expiration of the 21-day period, Executive will be deemed to have waived the balance of the period. Executive agrees that any negotiation or modification of this release shall not extend such 21-day period.

 

c.

Acknowledges that he has been given an opportunity to review this Release, that he fully understand its provisions, and that he has voluntarily entered into this Release.

 

e.

Understands that he may revoke this Release by providing written notice to the Company by hand delivery or by U.S. mail, postage prepaid, during the seven-day period following its execution; thereafter, this Release shall be irrevocable. Executive acknowledges that if he revokes this Release, the Company shall have no obligation to provide the consideration offered under the Agreement.

 

f.

Acknowledges that the payments described in the Agreement are voluntary on the part of the Company and are not required by any legal obligation of the Company, other than under the terms of the Agreement and this Release.

BRUCE A. WILLIAMSON:

By:                                                               

Date:                                                               

Date:                                                                

By: ________________________________

Date: ______________________________