Shareholder Rights Clause Example with 6 Variations from Business Contracts
This page contains Shareholder Rights clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Shareholder Rights. The Participant shall have no rights of a shareholder with respect to the Target Shares, unless and until the Participant is registered as the holder of shares of Common Stock. -10- 12. 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 Ta...rget Shares 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.13. 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.14. 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.15. 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 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.16. 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.17. Modification of Award Agreement. Any modification of this Award Agreement shall be binding only if evidenced in writing and signed by an authorized representative of the Company. -11- EX-10.3 6 cnp_exhibit103x3312018.htm EXHIBIT 10.3 Exhibit Exhibit 10.3CENTERPOINT ENERGY, INC.2009 LONG TERM INCENTIVE PLANPERFORMANCE AWARD AGREEMENT FOR OFFICERS AND DIRECTOR EMPLOYEES JANUARY 1, 20XX – DECEMBER 31, 20XX PERFORMANCE CYCLEPursuant to this Performance Award Agreement (the "Award Agreement"), CENTERPOINT ENERGY, INC. (the "Company") hereby grants to , an employee of the Company, this Performance Award (the "Award") covering the target number of shares, , of Common Stock (the "Target Shares") pursuant to the CENTERPOINT ENERGY, INC. 2009 LONG TERM INCENTIVE PLAN (the "Plan"). The number of Target Shares shall be subject to adjustment as provided in Section 14 of the Plan, conditioned upon the Company's achievement of the Performance Goals over the course of the 20XX – 20XX Performance Cycle, and subject to the following terms and conditions:1.Relationship to the Plan. The 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. 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.View More
Variations of a "Shareholder Rights" Clause from Business Contracts
Shareholder Rights. The Participant shall have no rights of a shareholder with respect to the Target Shares, including the right to vote the Target Shares or the right to receive dividends or other distributions, unless and until the Participant is registered as the holder of shares of Common Stock. -10- 12. 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 p...rohibited herein and in the Plan. Notwithstanding anything herein or in the Plan to the contrary, the Target Shares 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.13. such Shares.12. 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.14. Participant.13. Severability. In the event any provision of this Award Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Award Agreement, and this Award Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.14. 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.15. Compliance with Exclusion from Section 409A. It is At all times prior to the intent date that the Committee determines whether and to what extent the Performance Goals have been achieved (following the last date of the Company and Performance Period), the Participant that benefit payable under this Award Agreement is subject to a substantial risk of forfeiture within the provisions meaning of Treasury Regulation § 1.409A-1(d) (or any successor regulation). Accordingly, this Award is not subject to Section 409A under the Plan short term deferral exclusion, and this Award Agreement comply with Section 409A and will shall be interpreted and administered consistent therewith. Accordingly, (i) no adjustment to the 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.16. -6-Active 36847686.4 16. 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.17. Modification time. EL PASO ELECTRIC COMPANY By: Accepted this ____ day of Award Agreement. Any modification of this Award Agreement shall be binding only if evidenced in writing and signed by an authorized representative of the Company. -11- EX-10.3 6 cnp_exhibit103x3312018.htm ______________, 20__. -7-Active 36847686.4 EX-10.2 3 exh10202-02x2018.htm EXHIBIT 10.3 10.2 AMENDED AND RESTATED 2007 LONG-TERM INCENTIVE PLAN PS Exhibit Exhibit 10.3CENTERPOINT ENERGY, INC.2009 LONG TERM EXHIBIT 10.2EL PASO ELECTRIC COMPANYAMENDED AND RESTATED 2007 LONG-TERM INCENTIVE PLANPERFORMANCE SHARE AWARD AGREEMENT FOR OFFICERS AGREEMENTFOR OUTSTANDING AWARDS INCLUDING NON-COMPETITION AND DIRECTOR EMPLOYEES JANUARY 1, 20XX – DECEMBER 31, 20XX PERFORMANCE CYCLEPursuant to this Performance Award Agreement (the "Award Agreement"), CENTERPOINT ENERGY, INC. NON-SOLICITATION PROVISIONSWHEREAS, EL PASO ELECTRIC COMPANY (the "Company") hereby grants to , an employee of previously granted the Company, this Participant a Performance Share Award (the "Award") covering the target number of shares, , of Common Stock Shares (the "Target Shares") as specified in the award notice attached hereto (the "Award Notice"), pursuant to the CENTERPOINT ENERGY, INC. 2009 EL PASO ELECTRIC COMPANY AMENDED AND RESTATED 2007 LONG TERM INCENTIVE PLAN (the "Plan"). "Plan"); andWHEREAS, the Participant and the Company desire to execute this Performance Share Award Agreement (this "Award Agreement") to specify and modify the terms and conditions of the Award. The number of Target Shares shall be subject to adjustment as provided in Section 14 4.4 of the Plan, conditioned upon the Company's achievement of the Performance Goals over the course of the 20XX – 20XX Performance Cycle, performance period beginning on [January 1, 2017 and ending on December 31, 2019] (the "Performance Period") and subject to the following terms and conditions:1.Relationship conditions:1.Acceptance of Award Agreement; Relationship to the Plan. The terms of this Award Agreement shall be null and void unless the Participant shall accept this Award Agreement by executing it in the space provided below and returning it to the Company no later than [date]. In the event this Award Agreement is not accepted by [date], the original terms of the Award remain in effect in accordance with the Award Notice and the Plan, and the Award will be forfeited if the Participant's employment terminates for any reason prior to the end of the Performance Period. The 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. The Participant hereby acknowledges receipt of a copy of 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.View More
Shareholder Rights. The Participant shall have no rights of a shareholder with respect to the Target Shares, including the right to vote the Target Shares or the right to receive dividends or other distributions, unless and until the Participant is registered as the holder of shares of Common Stock. -10- 12. 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 p...rohibited herein and in the Plan. Notwithstanding anything herein or in the Plan to the contrary, the Target Shares 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.13. such Shares.12. 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.14. Participant.13. Severability. In the event any provision of this Award Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Award Agreement, and this Award Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.14. 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.15. Compliance with Exclusion from Section 409A. It is At all times prior to the intent date that the Committee determines whether and to what extent the Performance Goals have been achieved (following the last date of the Company and Performance Period), the Participant that benefit payable under this Award Agreement is subject to a substantial risk of forfeiture within the provisions meaning of Treasury Regulation § 1.409A-1(d) (or any successor regulation). Accordingly, this Award is not subject to Section 409A under the Plan short term deferral exclusion, and this Award Agreement comply with Section 409A and will shall be interpreted and administered consistent therewith. Accordingly, (i) no adjustment to the 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.16. -6-Active 36904051.1 16. 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.17. Modification of Award Agreement. Any modification of this Counterparts. This Award Agreement may be executed in two counterparts, each of which shall be binding only if evidenced in writing deemed an original and signed by an authorized representative both of which shall constitute one and the Company. -11- same instrument together, shall constitute one and the same instrument. EL PASO ELECTRIC COMPANY By: Name: Title: Accepted this ____ day of ______________, 20__. -7-Active 36904051.1 EX-10.3 6 cnp_exhibit103x3312018.htm 4 exh10302-02x2018.htm EXHIBIT 10.3 AMENDED AND RESTATED 2007 LONG-TERM INCENTIVE PLAN PS Exhibit Exhibit 10.3CENTERPOINT ENERGY, INC.2009 LONG TERM EXHIBIT 10.3EL PASO ELECTRIC COMPANYAMENDED AND RESTATED 2007 LONG-TERM INCENTIVE PLANPERFORMANCE SHARE AWARD AGREEMENT FOR OFFICERS INCLUDING NON-COMPETITION AND DIRECTOR EMPLOYEES JANUARY 1, 20XX – DECEMBER 31, 20XX PERFORMANCE CYCLEPursuant NON-SOLICITATION PROVISIONS(HARD COPY ACCEPTANCE)Pursuant to this Performance Share Award Agreement (the (this "Award Agreement"), CENTERPOINT ENERGY, INC. EL PASO ELECTRIC COMPANY (the "Company") hereby grants to , an employee of the Company, this Performance Share Award (the "Award") covering the target number of shares, , of Common Stock Shares (the "Target Shares") as specified in the award notice attached hereto (the "Award Notice"), pursuant to the CENTERPOINT ENERGY, INC. 2009 EL PASO ELECTRIC COMPANY AMENDED AND RESTATED 2007 LONG TERM INCENTIVE PLAN (the "Plan"). The number of Target Shares shall be subject to adjustment as provided in Section 14 4.4 of the Plan, conditioned upon the Company's achievement of the Performance Goals over the course of the 20XX – 20XX Performance Cycle, performance period beginning on January 1, 2018 and ending on December 31, 2020 (the "Performance Period") and subject to the following terms and conditions:1.Relationship conditions:1.Acceptance of Award Agreement; Relationship to the Plan. The Award shall be null and void unless the Participant shall accept this Award Agreement by executing it in the space provided below and returning it to the Company. The 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. The Participant hereby acknowledges receipt of a copy of 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.View More
Shareholder Rights. The Participant shall have no rights of a shareholder with respect to the Target Shares, 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- 12. Stock.12. 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 Target Shares 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.13. 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 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.14. 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.15. 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 11 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.16. Compliance with Recoupment Policy. Any amounts payable, paid, 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 distributed under this Award Agreement are subject from other cash compensation payable to the recoupment policy Participant at the time of the Company as in effect from time to time.17. Modification of Award Agreement. Any modification of this Award Agreement shall be binding only if evidenced in writing such vesting and signed by an authorized representative of the Company. -11- EX-10.3 6 cnp_exhibit103x3312018.htm EXHIBIT 10.3 Exhibit Exhibit 10.3CENTERPOINT ENERGY, INC.2009 LONG TERM INCENTIVE PLANPERFORMANCE AWARD AGREEMENT FOR OFFICERS AND DIRECTOR EMPLOYEES JANUARY 1, 20XX – DECEMBER 31, 20XX PERFORMANCE CYCLEPursuant to this Performance Award Agreement (the "Award Agreement"), CENTERPOINT ENERGY, INC. (the "Company") hereby grants to , an employee of the Company, this Performance Award (the "Award") covering the target number of shares, , of Common Stock (the "Target Shares") delivery pursuant to the CENTERPOINT ENERGY, INC. 2009 LONG TERM INCENTIVE PLAN (the "Plan"). The number of Target Shares shall be subject to adjustment as provided in Section 14 of the Plan, conditioned upon the Company's achievement of the Performance Goals over the course of the 20XX – 20XX Performance Cycle, and subject to the following terms and conditions:1.Relationship to the Plan. The Award is subject to all of the terms, conditions and provisions 11 of the Plan in effect on the date hereof and administrative interpretations thereunder, if any, adopted by the Committee. To the extent that any provision of this Award Agreement conflicts (but subject to compliance with the express terms requirements of the Plan, it is hereby acknowledged and agreed that the terms of the Plan shall control and, Section 409A, 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. applicable). View More
Shareholder Rights. The Participant shall have no rights of a shareholder with respect to the Target Shares, 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- 12. Stock.12. 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 Target Shares 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.13. 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 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.14. 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.15. 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.16. Compliance with Recoupment Policy. Any amounts payable, paid, applicable. 10 16. 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 distributed under this Award Agreement are subject from other cash compensation payable to the recoupment policy Participant at the time of the Company as in effect from time to time.17. Modification of Award Agreement. Any modification of this Award Agreement shall be binding only if evidenced in writing such vesting and signed by an authorized representative of the Company. -11- EX-10.3 6 cnp_exhibit103x3312018.htm EXHIBIT 10.3 Exhibit Exhibit 10.3CENTERPOINT ENERGY, INC.2009 LONG TERM INCENTIVE PLANPERFORMANCE AWARD AGREEMENT FOR OFFICERS AND DIRECTOR EMPLOYEES JANUARY 1, 20XX – DECEMBER 31, 20XX PERFORMANCE CYCLEPursuant to this Performance Award Agreement (the "Award Agreement"), CENTERPOINT ENERGY, INC. (the "Company") hereby grants to , an employee of the Company, this Performance Award (the "Award") covering the target number of shares, , of Common Stock (the "Target Shares") delivery pursuant to the CENTERPOINT ENERGY, INC. 2009 LONG TERM INCENTIVE PLAN (the "Plan"). The number of Target Shares shall be subject to adjustment as provided in Section 14 of the Plan, conditioned upon the Company's achievement of the Performance Goals over the course of the 20XX – 20XX Performance Cycle, and subject to the following terms and conditions:1.Relationship to the Plan. The Award is subject to all of the terms, conditions and provisions 11 of the Plan in effect on the date hereof and administrative interpretations thereunder, if any, adopted by the Committee. To the extent that any provision of this Award Agreement conflicts (but subject to compliance with the express terms requirements of the Plan, it is hereby acknowledged and agreed that the terms of the Plan shall control and, Section 409A, 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. applicable). View More
Shareholder Rights. The Participant shall have no rights of a shareholder with respect to the Target Shares, 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- 12. Stock.12. 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 Target Shares 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.13. 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 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.14. 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.15. 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.16. Compliance with Recoupment Policy. Any amounts payable, paid, 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 distributed under this Award Agreement are subject from other cash compensation payable to the recoupment policy Participant at the time of the Company as in effect from time to time.17. Modification of Award Agreement. Any modification of this Award Agreement shall be binding only if evidenced in writing such vesting and signed by an authorized representative of the Company. -11- EX-10.3 6 cnp_exhibit103x3312018.htm EXHIBIT 10.3 Exhibit Exhibit 10.3CENTERPOINT ENERGY, INC.2009 LONG TERM INCENTIVE PLANPERFORMANCE AWARD AGREEMENT FOR OFFICERS AND DIRECTOR EMPLOYEES JANUARY 1, 20XX – DECEMBER 31, 20XX PERFORMANCE CYCLEPursuant to this Performance Award Agreement (the "Award Agreement"), CENTERPOINT ENERGY, INC. (the "Company") hereby grants to , an employee of the Company, this Performance Award (the "Award") covering the target number of shares, , of Common Stock (the "Target Shares") delivery pursuant to the CENTERPOINT ENERGY, INC. 2009 LONG TERM INCENTIVE PLAN (the "Plan"). The number of Target Shares shall be subject to adjustment as provided in Section 14 of the Plan, conditioned upon the Company's achievement of the Performance Goals over the course of the 20XX – 20XX Performance Cycle, and subject to the following terms and conditions:1.Relationship to the Plan. The Award is subject to all of the terms, conditions and provisions 11 of the Plan in effect on the date hereof and administrative interpretations thereunder, if any, adopted by the Committee. To the extent that any provision of this Award Agreement conflicts (but subject to compliance with the express terms requirements of the Plan, it is hereby acknowledged and agreed that the terms of the Plan shall control and, Section 409A, 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. applicable). View More
Shareholder Rights. The Participant shall have no rights of a shareholder with respect to the Target Shares, unless and until the Participant is registered as the holder of shares of Common Stock. -10- 12. Stock.12. 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 contra...ry, the Target Shares 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.13. 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.14. 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.15. Compliance with Exclusion from Section 409A. It is At all times prior to the intent date that the Committee determines that each Performance Goal has been met (following the last date of the Company and Performance Cycle) or, if applicable under Section 7 or 8(b), the Participant that Change in Control Closing Date or the provisions date of Participant's termination of Employment, respectively, the Plan 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). Accordingly, this Award is not subject to Section 409A under the short term deferral exclusion, and this Award Agreement comply with Section 409A and will shall be interpreted and administered consistent therewith. Accordingly, (i) no adjustment to the 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.16. therewith.16. 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.17. Modification of Award Agreement. Any modification of this Award Agreement shall be binding only if evidenced in writing and signed by an authorized representative of the Company. -11- EX-10.3 6 cnp_exhibit103x3312018.htm EX-10. (LL)(3) 6 cnp_exhibit10ii3x12312014.htm EXHIBIT 10.3 10. (LL)(3) CNP_Exhibit 10(ll)(3)_12.31.2014 Exhibit Exhibit 10.3CENTERPOINT 10(ll)(3)CENTERPOINT ENERGY, INC.2009 LONG TERM INCENTIVE PLANPERFORMANCE PLANFORM OF QUALIFIED PERFORMANCE AWARD AGREEMENT FOR OFFICERS AND DIRECTOR EMPLOYEES EXECUTIVE CHAIRMAN JANUARY 1, 20XX – DECEMBER 31, 20XX PERFORMANCE CYCLEPursuant CYCLE Pursuant to this Qualified Performance Award Agreement (the "Award Agreement"), CENTERPOINT ENERGY, INC. (the "Company") hereby grants to , an employee Agreement") and conditioned upon shareholder approval of the Company, this Performance Award (the "Award") covering material terms of the target number of shares, , of Common Stock (the "Target Shares") pursuant to performance goals under the CENTERPOINT ENERGY, INC. 2009 LONG TERM INCENTIVE PLAN (the "Plan"). "Plan") at the 2015 annual stockholder meeting of CENTERPOINT ENERGY, INC. (the "Company"), the Company hereby grants to the Participant, an employee of the Company, this Qualified Performance Award (the "Award") covering the target number of shares of Common Stock (the "Target Shares") as specified in the award notice on this Computershare web site (the "Award Notice"). The number of Target Shares shall be subject to adjustment as provided in Section 14 of the Plan, conditioned upon the Company's achievement of the Performance Goals over the course of the 20XX – 20XX Performance Cycle, and subject to the following terms and conditions:1.Relationship to the Plan. The 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. Committee 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. View More