CHANGE IN CONTROL AGREEMENT
THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is effective as of January 1,
2009, by and between CENTERPOINT ENERGY, INC., a Texas corporation (the “Company”), and
1. DEFINITIONS :
All terms defined in this Section 1 shall, throughout this Agreement, have the meanings given
“Affiliate” means any company controlled by, controlling or under common control with the
Company within the meaning of Section 414 of the Code.
“Board” means the board of directors of the Company.
“Cause” means Executive’s (a) gross negligence in the performance of Executive’s duties, (b)
intentional and continued failure to perform Executive’s duties, (c) intentional engagement in conduct which is
materially injurious to the Company or its Affiliates (monetarily or otherwise) or (d) conviction of a felony or a
misdemeanor involving moral turpitude. For this purpose, an act or failure to act on the part of Executive will be
deemed “intentional” only if done or omitted to be done by Executive not in good faith and without reasonable
belief that his action or omission was in the best interest of the Company, and no act or failure to act on the part
of Executive will be deemed “intentional” if it was due primarily to an error in judgment or negligence.
A “Change in Control” shall be deemed to have occurred upon the occurrence of any of the
(a) 30% Ownership Change : Any Person makes an acquisition of Beneficial
Ownership of Outstanding Voting Stock (including any acquisition of Beneficial Ownership
deemed to have occurred pursuant to Rule 13d-5 under the Exchange Act) and is, immediately
thereafter, the Beneficial Owner of 30% or more of the then Outstanding Voting Stock, unless
such acquisition is made by a Parent Corporation resulting from a Business Combination (other
than the Company) if, following such Business Combination, the conditions specified in cl