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| CNP > SEC Filings for CNP > Form 8-K on 29-Dec-2008 | All Recent SEC Filings |
29-Dec-2008
Change in Directors or Principal Officers, Regulation FD Disclosure, Finan
On December 22, 2008, CenterPoint Energy, Inc. (the "Company") took various
actions under certain benefit plans that are designed to ensure their compliance
with Section 409A of the Internal Revenue Code (the "Code"). These actions were
not intended to increase in any material respect any benefits due to employees
covered under those plans. The specific actions taken are listed below.
Benefit Restoration Plan
The Company adopted the CenterPoint Energy Benefit Restoration Plan,
effective as of January 1, 2008 (the "BRP"), to replace the predecessor plan in
effect as of December 31, 2007 (the "Prior BRP"). The Company also amended the
Prior BRP and renamed it the CenterPoint Energy, Inc. 1991 Benefit Restoration
Plan. The Prior BRP was frozen to new participation and benefit accruals as of
December 31, 2007. Effective January 1, 2008, obligations with respect to
benefits that were earned or vested under the Prior BRP after December 31, 2004,
along with all associated earnings, were transferred to, and will be maintained
under and paid from, the BRP. Accordingly, effective after December 31, 2007,
only benefits that are exempt from Section 409A will be maintained under and
paid from the Prior BRP, in accordance with the terms of the Prior BRP as in
effect prior to 2005.
The BRP generally provides participants with benefits that may not be
provided under the tax-qualified CenterPoint Energy Retirement Plan because of
the Code annual limits on benefits and compensation. Generally, benefits accrued
under the BRP are paid in a lump sum cash payment following the employees'
separation from service; provided, however, that the benefit accruals for
employees who were participating in the CenterPoint Energy Retirement Plan prior
to 1999 will be paid in a lump sum or annuity depending upon the employees' age
and years of service as of the employees' separation from service date. The BRP
was adopted to comply with the requirements of Code Section 409A. Other than as
necessary to comply with Section 409A, the benefits and terms of the BRP are
substantially the same as the benefits and terms of the Prior BRP. The BRP is an
"unfunded" plan for state and federal tax purposes.
Savings Restoration Plan
The Company adopted the CenterPoint Energy Savings Restoration Plan,
effective as of January 1, 2008 (the "SRP"), to replace the predecessor plan in
effect as of December 31, 2007 (the "Prior SRP"). The Company also amended and
restated the Prior SRP and renamed it the CenterPoint Energy, Inc. 1991 Savings
Restoration Plan. The Prior SRP was frozen to new participation and benefit
accruals as of December 31, 2007. Effective January 1, 2008, obligations with
respect to benefits that were earned or vested under the Prior SRP after
December 31, 2004, along with all associated earnings, were transferred to, and
will be maintained under and paid from, the SRP. Accordingly, effective after
December 31, 2007, only benefits that are exempt from Section 409A will be
maintained under and paid from the Prior SRP, in accordance with the terms of
the Prior SRP as in effect prior to 2005.
Under the SRP, a select group of management or highly-compensated employees
of the Company receive a benefit based on the employer matching contributions
that would otherwise be credited to such employees' accounts under the
CenterPoint Energy Savings Plan, but for application of the annual tax-qualified
plan compensation limit under the Code. Benefits accrued under the SRP are paid
in a lump sum cash payment following the employees' separation from service. The
SRP was adopted to comply with the requirements of Code Section 409A. Other than
as necessary to comply with Section 409A, the benefits and terms of the SRP are
substantially the same as the benefits and terms of the Prior SRP. The SRP is an
"unfunded" plan for state and federal tax purposes.
The foregoing descriptions of the BRP, the SRP and the amendments to the
Prior BRP and the Prior SRP do not purport to be complete and are qualified in
their entirety by reference to such plans and amendments, which are attached
hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated
by reference herein.
10.1 CenterPoint Energy Benefit Restoration Plan dated December 22, 2008
(effective as of January 1, 2008)
10.2 Third Amendment dated December 22, 2008 (effective as of January 1, 2008) to the Amended and Restated CenterPoint Energy, Inc. Benefit Restoration Plan (effective as of July 1, 1991)
10.3 CenterPoint Energy Savings Restoration Plan dated December 22, 2008
(effective as of January 1, 2008)
10.4 Amended and Restated CenterPoint Energy, Inc. 1991 Savings Restoration Plan dated December 22, 2008 (effective as of January 1, 2008)
99.1 Press Release issued December 18, 2008 regarding CenterPoint Energy Houston Electric, LLC's approval from the Public Utility Commission of Texas to deploy an advanced metering system
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