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CNP > SEC Filings for CNP > Form 8-K/A on 17-Dec-2013All Recent SEC Filings

Show all filings for CENTERPOINT ENERGY INC



Change in Directors or Principal Officers, Financial Statements and Exhi

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

This Form 8-K/A amends our Form 8-K filed on October 29, 2013.

On December 11, 2013, the Compensation Committee of the Board of Directors of CenterPoint Energy, Inc. (the "Company"), approved the following modifications to the compensation terms for Mr. Scott M. Prochazka effective as of January 1, 2014, the effective date of Mr. Prochazka's appointment as President and Chief Executive Officer of the Company:

Mr. Prochazka's annual base salary was increased to $900,000;

Mr. Prochazka's incentive target under the Company's short term incentive plan for 2014 was increased to 100% of base salary; and

Mr. Prochazka's incentive target under the Company's long term incentive plan for 2014 was increased to 300% of base salary.

On December 13, 2013, Mr. Prochazka also entered into a change in control agreement (the "Agreement") with the Company which provides, in the case of a change in control of the Company and termination of his employment, for severance benefits of three times Mr. Prochazka's annual base salary plus bonus, and other benefits. The Agreement is for a one-year term with automatic renewal unless action is taken by the Company's Board of Directors prior to the renewal. The Agreement will be effective as of January 1, 2014. The Agreement does not provide for a tax gross-up payment to Mr. Prochazka if he is determined to owe any excise tax under Section 4999 of the Internal Revenue Code on "excess parachute payments." The Agreement is otherwise substantially similar to the Company's change in control agreements with its other executive officers. The foregoing description is qualified by reference to the terms of the Agreement, a copy of the form of which is provided as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1    Form of Executive Officer Change in Control Agreement (incorporated herein
        by reference to CenterPoint Energy's Form 10-K for the year ended
        December 31, 2008)

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