CHANGE IN CONTROL AGREEMENT
THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is made as of this ___ day of
December 2007, by and between CENTERPOINT ENERGY, INC., a Texas corporation (the “Company”),
and [NAME] (“Executive”).
1. DEFINITIONS :
All terms defined in this Section 1 shall, throughout this Agreement, have the meanings given herein:
“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 following
(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 condi