Exhibit A-4
ENTERGY CORPORATION AND SUBSIDIARIES
EQUITY AWARDS PLAN
ARTICLE I
PURPOSE
1.01 Purpose. The purpose of this Entergy Corporation and Subsidiaries
Equity Awards Plan (the "Plan") is to provide give eligible key
key employees with an opportunity to acquire shares of Common
Stock (as defined in Section 2.03 below), to more closely tie the
interests of such key employees to those of Entergy shareholders
and to provide incentive to key employeesCompanies through the
use of equity incentives.
1.02 Scope and Duration
(a) Awards under the Plan may be granted in the following forms:
(1) Options ("Options") as described in Article V and related equity
maintenance rights as described in Article V;
(2) Shares of Common Stock of Entergy which are restricted as
provided in Article VI ("Restricted Shares");
(3) Shares of Common Stock of Entergy which are subject to attainment
of certain Performance Goals during a Performance Period as provided
in Article VII ("Performance Shares"); and
(4) Equity Awards and related benefits as described in Article VIII
("Equity Awards").
(b) Subject to Section 10.01, the maximum aggregate of 30
million (30,000,000) shares of Common Stock shall be available
for delivery pursuant to Awards (as defined in Section 2.01)
of Options, Restricted Shares, Performance Shares, Equity
Awards or Additional Equity Awards granted from time to time
under the Plan. Shares of Common Stock delivered under this
Plan shall be authorized but unissued shares or open market
shares of Entergy. Shares of Common Stock purchased on the
open market shall be purchased and held, in such manner, as
from time to time determined by the Committee, so that such
shares are not returned to the status of authorized but
unissued shares of Entergy but are available for Awards under
the Plan. Shares of Common Stock covered by Awards which are
not earned, or which are forfeited or terminated for any
reason, and Options which expire unexercised or which are
exchanged for other Awards, shall again be available for
subsequent Awards under the Plan. Shares received in
connection with the exercise of Options by delivery of other
shares of Common Stock, and shares related to that portion of
an Award utilized for the payment of withholding taxes shall
again be available for Awards under the Plan. Shares of Common
Stock which are surrendered by reason of forfeiture, or which
are received in connection with the exercise of Options by
delivery of other shares of Common Stock, shall be held by
such person or persons (including, but not limited to,
Entergy, any Subsidiary, or any employee or agent thereof, or
any agent of the Plan), and in such manner, as from time to
time shall be directed by the Committee, so that such shares
are not returned to the status of authorized but unissued
shares of Entergy, but are available for subsequent Awards
under the Plan. Except to the extent used for the payment of
withholding taxes, cash dividends or cash dividend
equivalents, any Award, or portion thereof, which is settled
in cash shall be applied against the maximum allocation of
shares. Shares of Common Stock that are delivered to a
Participant under the Plan as a result of the reinvestment of
cash dividends or dividend equivalents in conjunction with
Awards shall be applied against the maximum allocation of
shares.
ARTICLE II
DEFINITIONS
The following words and phrases shall have the respective meanings
under the Plan as hereinafter set forth unless the context clearly
requires a different meaning:
2.01 "Award" shall mean the beneficial interest in or right to any
Option, Restricted Shares, Performance Shares or Equity Awards
granted from time to time under the Plan by the Committee subject
to such restrictions, terms and conditions as the Committee may
determine.
2.02 "Board" shall mean the Board of Directors of Entergy Corporation.
2.03 "Cause" shall mean:
(a) willful and continuing failure by System Management Participant
to substantially perform System Management Participant's duties (other
than such failure resulting from the System Management Participant's
incapacity due to physical or mental illness or any such actual or
anticipated failure after the issuance of a Notice of Termination for
Good Reason by the System Management Participant) that has not been
cured within 30 days after a written demand for substantial
performance is delivered to the System Management Participant by the
board of directors of the Employer, which demand specifically
identifies the manner in which the board believes that the System
Management Participant has not substantially performed the System
Management Participant's duties; or
(b) the willful engaging by the System Management Participant in
conduct which is demonstrably and materially injurious to any System
Company, monetarily or otherwise; or
(c) conviction of or entrance of a plea of guilty or nolo contendere
to a felony or other crime which has or may have a material adverse
affect on System Management Participant's ability to carry out System
Management Participant's duties or upon the reputation of any System
Company; or
(d) a material violation by System Management Participant of any
agreement System Management Participant has with a System Company; or
(e) unauthorized disclosure by System Management Participant of the
confidences of any System Company.
For purposes of clauses (a) and (b) of this definition, no act,
or failure to act, on System Management Participant's part shall
be deemed "willful" unless done, or omitted to be done, by System
Management Participant not in good faith and without reasonable
belief that System Management Participant's act, or failure to
act, was in the best interest of Employer.
2.04 "Change in Control" shall mean:
(a) the purchase or other acquisition by any person, entity or group
of persons, acting in concert within the meaning of Sections 13(d) or
14(d) of the Securities Exchange Act of 1934 ("Act"), or any
comparable successor provisions, of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Act) of 25 percent or more
of either the shares of common stock outstanding immediately following
such acquisition or the combined voting power of Entergy Corporation's
voting securities entitled to vote generally and outstanding
immediately following such acquisition, other than any such purchase
or acquisition in connection with a Non-CIC Merger (defined in
subsection (b) below);
(b) the consummation of a merger or consolidation of Entergy
Corporation, or any direct or indirect subsidiary of Entergy
Corporation with any other corporation, other than a Non-CIC Merger,
which shall mean a merger or consolidation immediately following which
the individuals who comprise the Board immediately prior thereto
constitute at least a majority of the Board, or the board of directors
of the entity surviving such merger or consolidation, or the board of
directors of any parent thereof (unless the failure of such
individuals to comprise at least such a majority is unrelated to such
merger or consolidation);
(c) the stockholders of Entergy Corporation approve a plan of
complete liquidation or dissolution of Entergy Corporation or there is
consummated an agreement for the sale or disposition by Entergy
Corporation of all or substantially all of Entergy Corporation's
assets; or
(d) any change in the composition of the Board such that during any
period of two consecutive years, individuals who at the beginning of
such period constitute the Board and any new director (other than a
director whose initial assumption of office is in connection with an
actual or threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of Entergy
Corporation) whose appointment or election by the Board or nomination
for election by Entergy Corporation's stockholders was approved or
recommended by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors on January 1, 2000 or
whose appointment, election or nomination for election was previously
so approved or recommended, cease for any reason to constitute at
least a majority thereof.
Provided, however, that no Change in Control shall be deemed to
occur solely by virtue of (1) the insolvency or bankruptcy of
Entergy Corporation; or (2) the transfer of assets of Entergy
Corporation to an affiliate of Entergy Corporation, provided such
affiliate assumes the obligations of the Plan and agrees to
continue uninterrupted the rights of the System Management
Participants under the Plan; or (3) the consummation of any
transaction or series of integrated transactions immediately
following which the record holders of the common stock of Entergy
Corporation immediately prior to such transaction or series of
transactions continue to have substantially the same
proportionate ownership in an entity which owns all or
substantially all of the assets of Entergy Corporation
immediately following such transaction or series of transactions.
2.05 "Change in Control Period" shall mean the period commencing
ninety (90) days prior to and ending twenty-four (24) calendar months
following a Change in Control.
2.06 "Code" shall mean the Internal Revenue Code of 1986, as amended.
Reference in the Plan to any section of the Code shall be deemed to
include any amendment or successor provisions to such section and any
regulation under such section.
2.07 "Committee" shall mean the Committee provided for in Section
3.01. Notwithstanding the foregoing, from and after the date
immediately preceding the commencement of a Change in Control Period
"Committee" shall mean (a) the individuals (not fewer than two in
number) who, on the date six months before the commencement of the
Change in Control Period, constitute the Committee under Section 3.01,
plus (b) in the event that fewer than two individuals are available
from the group specified in clause (a) above for any reason, such
individuals as may be appointed by the individual or individuals so
available (including for this purpose any individual or individuals
previously so appointed under this clause (b)).
2.08 "Common Stock" shall mean shares of common stock of Entergy
Corporation and the common stock of any successor corporation by
merger or reorganization.
2.09 "Covered Employee" shall mean an Employee who is a "covered
employee" as defined in Section 162(m)(3) of the Code, and the
regulations promulgated thereunder, or who the Committee believes will
be such a covered employee for a Plan Year, and who the Committee
believes will have remuneration in excess of $1,000,000 for the
applicable period, as provided in Section 162(m) of the Code.
2.10 "Employee" shall mean a key employee of a System Company who is
selected by the Committee, in its sole discretion, to participate in
the Plan.
2.11 "Employer" shall mean, except as otherwise determined by the
Committee, mean, with respect to a given Participant and a given
Award, the System Company for whom such Participant is employed at the
time an Award is granted under this Plan.
2.12 "Entergy" shall mean Entergy Corporation, a Delaware corporation,
and any successor of such corporation as a result of any
reorganization or merger.
2.13 "Equity Award" shall mean an Award of a unit whose value is
related to the value of shares of Common Stock but does not represent
actual shares of Common Stock at the time such an Award is granted.
2.14 "Fair Market Value" shall mean the closing price of the Common
Stock as reported on the New York Stock Exchange Composite Tape on the
date the respective Award is granted or such other value as the
Committee may determine represents the then current traded value of a
share of Common Stock.
2.15 "Good Reason" shall mean the occurrence, without the System
Management Participant's express written consent, of any of the
following events during the Change in Control Period:
(a) the substantial reduction or alteration in the nature or status
of the System Management Participant's duties or responsibilities from
those in effect on the date immediately preceding the first day of the
Change in Control Period, other than an insubstantial and inadvertent
act that is remedied by the System Company employer promptly after
receipt of notice thereof given by the System Management Participant
and other than any such alteration primarily attributable to the fact
that Entergy Corporation may no longer be a public company;
(b) a reduction of 5% or more in System Management Participant's
annual rate of base salary as in effect immediately prior to
commencement of a Change in Control Period, which shall be calculated
exclusive of any bonuses, overtime, or other special payments, but
including the amount, if any, the System Management Participant elects
to defer under: (1) a cash or deferred arrangement qualified under
Code Section 401(k); (2) a cafeteria plan under Code Section 125; (3)
the Executive Deferred Compensation Plan of Entergy Corporation and
Subsidiaries, or any successor or replacement plan; and (4) any other
nonqualified deferred compensation plan, agreement, or arrangement in
which the System Management Participant may hereafter participate or
be a party;
(c) requiring System Management Participant to be based at a location
outside of the continental United States and other than his primary
work location as it existed on the date immediately preceding the
first day of the Change in Control Period, except for required travel
on business of any System Company to an extent substantially
consistent with the System Management Participant's present business
obligations;
(d) failure by System Company employer to continue in effect any
compensation plan in which System Management Participant participates
immediately prior to the commencement of the Change in Control Period
which is material to System Management Participant's total
compensation, including but not limited to compensation plans in
effect, including stock option, restricted stock, stock appreciation
right, incentive compensation, bonus and other plans or any substitute
plans adopted prior to the Change in Control Period, unless an
equitable arrangement (embodied in an ongoing substitute or
alternative plan) has been made with respect to such plan, or the
failure by System Company employer to continue System Management
Participant's participation therein (or in such substitute or
alternative plan) on a basis not materially less favorable, both in
terms of the amount or timing of payment of benefits provided and the
level of the System Management Participant's participation relative to
other participants, as existed immediately prior to the Change in
Control; or
(e) failure by System Company employer to continue to provide System
Management Participant with benefits substantially similar to those
enjoyed by System Management Participant under any of the System
Company's pension, savings, life insurance, medical, health and
accident, or disability plans in which System Management Participant
was participating immediately prior to the Change in Control Period;
the taking of any other action by System Company employer which would
directly or indirectly materially reduce any of such benefits or
deprive System Management Participant of any material fringe benefit
enjoyed by System Management Participant immediately prior to
commencement of the Change in Control Period, or the failure by System
Company employer to provide System Management Participant with the
number of paid vacation days to which System Management Participant is
entitled on the basis of years of service with the System in
accordance with the System Company's normal vacation policy in effect
at the time of the Change in Control.
System Management Participant's right to terminate his employment
for Good Reason shall not be affected by System Management
Participant's incapacity due to physical or mental illness.
System Management Participant's continued employment shall not
constitute consent to, or a waiver of rights with respect to, any
act or failure to act constituting Good Reason.
2.16 "Notice of Termination" shall mean a notice that shall indicate
the specific termination provision in this Plan relied upon and shall
set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of System Management Participant's em
ployment under the provision so indicated. Further, a Notice of
Termination for Cause is required to include a copy of a resolution
duly adopted by the affirmative vote of not less than three-quarters
(3/4) of the entire membership of the terminating employer's board of
directors at a meeting of such board of directors which was called and
held for the purpose of considering such termination (after reasonable
notice to System Management Participant and an opportunity for System
Management Participant, together with System Management Participant's
counsel, to be heard before that board) finding that, in the good
faith opinion of the board, System Management Participant was guilty
of conduct set forth in the definition of Cause herein, and specifying
the particulars thereof in detail.
2.17 "Options" shall mean any nonstatutory stock options granted under
the Plan.
2.18 "Participant" shall mean any Employee who is granted an Award
under the Plan; provided, however, that Covered Employees and
Employees who are determined by the Committee to be officers, within
the meaning of Rule 16(a) of the Securities Exchange Act of 1934, as
amended, and Section 312.03(a) of the New York Stock Exchange Rules
shall not be eligible to participate in this Plan.
2.19 "Performance Goals" shall mean the goals for a Performance Period
which are established by the Committee against which performance will
be measured.
2.20 "Performance Period" shall mean the period designated by the
Committee during which Performance Goals must be attained.
2.21 "Performance Shares" shall mean shares of Common Stock of Entergy
Corporation which are awarded subject to attainment of Performance
Goals during the applicable Performance Period. Notwithstanding the
foregoing, the Committee has sole discretion and is authorized to
grant dollar value equivalent units in lieu of Performance Shares, in
which case any reference to Common Stock of Entergy Corporation shall
mean its dollar value equivalent.
2.22 "Plan" shall mean the Entergy Corporation and Subsidiaries Equity
Award Plan, as from time to time amended.
2.23 "Potential Change in Control" shall be deemed to have occurred if
the event set forth in any one of the following paragraphs shall have
occurred:
(a) Entergy Corporation or any affiliate or subsidiary company enters
into an agreement, the consummation of which would result in the
occurrence of a Change in Control; or
(b) the Board adopts a resolution to the effect that, for purposes of
this Plan, a Potential Change in Control has occurred; or
(c) any System Company or any person or entity publicly announces an
intention to take or to consider taking actions which, if consummated,
would constitute a Change in Control; or
(d) any person or entity becomes the beneficial owner (as that term
is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended from time to time), either directly or indirectly, of
securities of Entergy Corporation representing 20% or more of either
the then outstanding shares of common stock of Entergy Corporation or
the combined voting power of Entergy Corporation's then outstanding
securities (not including in the calculation of the securities
beneficially owned by such person or entity any securities acquired
directly from Entergy Corporation or its affiliates).
2.24 "Qualifying Event" shall mean the occurrence of one of the
following within the Change in Control Period:
(a) The System Management Participant's employment is terminated by
Employer other than for Cause; or
(b) The System Management Participant terminates his System
employment for Good Reason.
For purposes of this Plan, the following shall not constitute
Qualifying Events: (1) System Management Participant's death; or
(2) System Management Participant becoming disabled under the
terms of the Entergy Corporation Companies' Benefits Plus Long
Term Disability ("LTD") Plan.
2.25 "Restricted Shares" shall mean shares of Common Stock of Entergy
Corporation which are awarded subject to restrictions on the
holder's right to sell, transfer, pledge or assign such shares
and with such other restrictions as the Committee may determine
in accordance with the provisions of Article VI of the Plan.
Notwithstanding the foregoing, the Committee has sole discretion
and is authorized to grant dollar value equivalent units in lieu
of Restricted Shares, in which case any reference to Common Stock
of Entergy Corporation shall mean its dollar value equivalent.
2.26 "System" shall mean Entergy Corporation and all System Companies
and, except in determining whether a Change in Control has occurred,
shall include any successor thereto.
2.27 "System Company" shall mean Entergy Corporation and any
corporation 80% or more of whose stock (based on voting power) or
value is owned, directly or indirectly, by Entergy Corporation and any
partnership or trade or business which is 80% or more controlled,
directly or indirectly, by Entergy Corporation, and, except in
determining whether a Change in Control has occurred, shall include
any successor thereto.
2.28 "System Management Level" shall mean the applicable management
level set forth below:
(a) System Management Level 1 (Chief Executive Officer and Chairman
of the Board of Entergy Corporation);
(b) System Management Level 2 (Presidents and Executive Vice
Presidents within the System);
(c) System Management Level 3 (Senior Vice Presidents within the
System); and
(d) System Management Level 4 (Vice Presidents within the System).
2.29 "System Management Participant" shall mean a Participant who,
immediately prior to the commencement of a Change in Control
Period, is (a) at one of the System Management Levels set forth
in Section 2.28; and (b) eligible to participate in the System
Executive Continuity Plan of Entergy Corporation and
Subsidiaries.
ARTICLE III
ADMINISTRATION
3.01 Committee. The Plan shall be administered by the Personnel
Committee or any successor thereto of the Board or such other
committee as determined by the Board (the "Committee").
3.02 Powers of Committee. The Committee shall have plenary authority
in its discretion, subject to and not inconsistent with the
express provisions of this Plan:
(a) To grant Options, to determine the purchase price of the Common
Stock covered by each Option, the term of each Option, the key
employees and outside directors to whom, and the time or times at
which Options shall be granted and the number of shares to be covered
by each Option;
(b) To determine which Options, if any, shall be accompanied by
additional equity maintenance rights as described in Section 5.02;
(c) To grant Restricted Shares and to determine the term of the
Restricted Period (as defined in Article VI) and restrictions,
forfeiture provisions and other conditions applicable to such
Restricted Shares, the key employees and outside directors to whom,
and the time or times at which, Restricted Shares shall be granted;
(d) To grant Performance Shares and to determine the Performance
Goals, Performance Period and other conditions applicable to such
Performance Shares, the key employees and outside directors to whom,
and the time or times at which, Performance Shares shall be granted;
(e) To grant or establish Equity Award Accounts pursuant to the terms
of Article VIII, to determine restrictions related to such Equity
Awards and any allocations to or distributions from such Equity Award
Accounts, the key employees and outside directors to whom and the time
or times when participation therein shall be permitted hereunder and
the number of Equity Awards to be allocated to such Equity Award
Accounts for Participants;
(f) To interpret the Plan subject to the terms of Section 3.04;
(g) To prescribe, amend and rescind rules and regulations relating to
the Plan subject to the terms of Section 3.04;
(h) To determine the terms and provisions of the Options, Restricted
Shares, Performance Shares or Equity Award agreements (which need not
be identical) and to cause the respective Employers to enter into such
agreements with such Participants in connection with Awards under the
Plan; and to make all other determinations deemed necessary or
advisable for the administration of the Plan.
3.03 Delegation of Duties. The Committee may delegate to one or more
of its members or to one or more agents such administrative duties as
it may deem advisable, and the Committee or any person to whom it has
delegated duties as aforesaid may employ one or more persons to render
advice with respect to any responsibility the Committee or such person
may have under the Plan. The Committee may employ attorneys,
consultants, accountants or other persons and the Committee, Entergy
and its officers and directors shall be entitled to rely upon the
advice, opinions or evaluations of any such persons.
3.04 Interpretations. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final
and binding upon all Participants, Entergy and all other
interested persons. No member or agent of the Committee shall be
personally liable for any action, determination, or
interpretation made in good faith with respect to the Plan or
Awards made hereunder, and all members and agents of the
Committee shall be fully protected by Entergy in respect of any
such action, determination or interpretation. Subject to the
express provisions of the Plan, the Committee may interpret the
Plan, prescribe, amend and rescind rules and regulations relating
to it, determine the terms and provisions of the respective
Awards and make all other determinations it deems necessary or
advisable for the administration of the Plan.
3.05 Non-Uniform Determinations. The Committee's determinations under
the Plan, including without limitation, determinations as to the key
employees to receive Awards, the terms and provisions of such Awards
and the agreement(s) evidencing the same, need not be uniform and may
be made by it selectively among the key employees who receive or are
eligible to receive Awards under the Plan, whether or not such key
employees are similarly situated.
3.06 Reliance on Reports and Certificates. The Committee may rely
conclusively upon all tables, valuations, certificates, opinions and
reports furnished by an actuary, accountant, counsel or other person
who may from time to time be employed or engaged for such purposes.
3.07 Claims Administration. The Committee may appoint and, in its
sole discretion, remove a Claims Administrator and/or Claims Appeal
Administrator to administer claims for benefits under the Plan in
accordance with its terms, and, pursuant to Section 3.03, such
delegees shall have all powers, authority, and discretion necessary or
proper for such purpose. In the absence of such appointment, the
Committee shall be the Claims Administrator and Claims Appeal
Administrator.
3.08 Filing Benefit Claims. Any claim asserting entitlement to a
benefit under the Plan must be asserted within ninety (90) days after
the event giving rise to the claim by sending written notice of the
claim to the Claims Administrator. The written notice of the claim
must be accompanied by any and all documents, materials, or other
evidence allegedly supporting the claim for benefits. If the claim is
granted, the claimant will be so notified in writing by the Claims
Administrator.
3.09 Claims of Good Reason/Cause During Change in Control Period.
Solely for purposes of any determination regarding the existence of
Good Reason or Cause during a Change in Control Period, any position
taken by the System Management Participant shall be presumed to be
correct unless Employer establishes to the Committee by clear and
convincing evidence that such position is not correct.
3.10 Denial or Partial Denial of Benefit Claims. If the Claims
Administrator denies a claim for benefits in whole or part, the Claims
Administrator shall notify the claimant in writing of the decision
within ninety (90) days after the claim has been received by the
Claims Administrator. In the Claim Administrator's sole discretion,
the Claims Administrator may extend the time to decide the claim for
an additional ninety (90) days, by giving written notice of the need
for such an extension any time prior to the expiration of the initial
ninety-day period. The Claims Administrator, in its sole discretion,
reserves the right to request specific information from the claimant,
and reserves the right to have the claimant examined or tested by
person(s) employed or compensated by the Plan. If the claim is
denied or partially denied, the Claims Administrator shall provide the
claimant with written notice stating:
(a) the specific reasons for the denial of the claim (including the
facts upon which the denial was based) and reference to any pertinent
plan provisions on which the denial is based;
(b) if applicable, a description of any additional material or
information necessary for claimant to perfect the claim and an
explanation of why such material or information is necessary; and
(c) an explanation of the claims review appeal procedure including
the name and address of the person or Committee to whom any appeal
should be directed.
3.11 Appeal of Claims That Are Denied or Partially Denied. The
claimant may request review of the Claims Administrator's denial or
partial denial of a claim for Plan benefits. Such request must be
made in writing within 60 days after claimant has received notice of
the Claims Administrator's decision and shall include with the written
request for an appeal any and all documents, materials, or other
evidence which claimant believes supports his or her claim for
benefits. The written request for an appeal, together with all
documents, materials, or other evidence which claimant believes
supports his or her claim for benefits should be addressed to the
Claims Administrator, who will be responsible for submitting the
appeal for review to the Claims Appeal Administrator.
3.12 The Appeal Process. The Claims Administrator will submit the
appeal to the Claims Appeal Administrator for review of the denial or
partial denial of the claim. Within sixty (60) days after the receipt
of claimant's appeal, claimant will be notified of the final decision
of the Claims Appeal Administrator, unless, in the Claims Appeal
Administrator's sole discretion, circumstances require an extension of
this period for up to an additional sixty (60) days. If such an
extension is required, the Claims Appeal Administrator shall notify
claimant of this extension in writing before the expiration of the
initial sixty-day period. During the appeal, the Claims Appeal
Administrator, in its sole discretion, reserves the right to request
specific information from the claimant, and reserves the right to have
the claimant examined or tested by person(s) employed or compensated
by the Plan. The final decision of the Claims Appeal Administrator
shall set forth in writing the facts and plan provisions upon which
the decision is based. All decisions of the Claims Appeal
Administrator are final and binding on all employees, Participants,
their beneficiaries, or other claimants.
3.13 Judicial Proceedings for Benefits. No claimant may file suit in
court to obtain benefits under the Plan without first completely
exhausting all stages of this claims review process. In any event, no
legal action seeking Plan benefits may be commenced or maintained
against the Plan more than ninety (90) days after the Claims Appeal
Administrator's decision on appeal.
ARTICLE IV
PARTICIPATION
4.01 Eligibility. Key employees of any System Company, who, in the
opinion of the Committee, have significant responsibility for the
continued growth, development and financial success of the
Companies shall be eligible to be granted Awards under the Plan;
provided, however, that Covered Employees and Employees who are
determined by the Committee to be officers, within the meaning of
Rule 16(a) of the Securities Exchange Act of 1934, as amended,
and Section 312.03(a) of the New York Stock Exchange Rules shall
not be eligible to participate in this Plan. Subject to the
provisions of the Plan, the Committee shall from time to time
select from such eligible persons those to whom Awards shall be
granted and determine the amount of such Award. No Employee shall
have any vested right to be granted an Award under the Plan.
4.02 Dividend Equivalents. In the discretion of the Committee, an
Award made in the form of an Equity Award may provide, subject to
such restrictions, terms and conditions as the Committee may
establish, for (i) the crediting to the account of, or the
current payment to, each Participant who has such an Award of an
amount equal to cash dividends and stock dividends (collectively,
"Dividends") paid by Entergy upon one share of Common Stock for
each share of Common Stock subject to each Equity Award
("Dividend Equivalents"), or (ii) the deemed reinvestment of such
Dividend Equivalents in the form of additional Equity Awards
credited to the Participant's Equity Award Account ("Additional
Equity Awards").
ARTICLE V
STOCK OPTIONS
5.01 General Provisions. The Committee may grant Options to such
key employees whom the Committee determines to be eligible
pursuant to the terms of Article IV. Such Options shall be in
such form and upon such terms and conditions as the Committee
shall from time to time determine, subject to the following:
(a) Option Price. The Option Price of each Option to purchase Common
Stock shall be determined by the Committee, but shall not be less than
the Fair Market Value on the date the Option is granted. For purposes
of this section, the option price of an option granted under this Plan
to contemporaneously replace an option rescinded under the Equity
Ownership Plan of Entergy Corporation and Subsidiaries ("EOP") shall
be equal to the Fair Market Value on the date the option was
originally granted under the EOP.
(b) Term of Options. No Option shall be exercisable prior to six
months, or after ten years, from the date such Option is granted.
Solely for purposes of determining whether the required six months
have lapsed from the date of grant prior to the exercise of an option
under this Article V, an option granted under this Plan to
contemporaneously replace an option rescinded under the EOP shall be
deemed to have been granted on the original grant date of the
rescinded option.
(c) Payment of Option Price. The purchase price of the shares as to
which an Option is exercised shall be paid in accordance with such
terms and conditions and by such means as the Committee shall
determine.
(d) Exercise of Options. Options shall be subject to such terms and
conditions, shall be exercisable at such time or times, and shall be
evidenced by such form of written option agreement between the
Participant and the Employer, as the Committee shall determine;
provided, that such determinations are not inconsistent with the other
provisions of the Plan. The Committee may, in its discretion,
accelerate the ability to exercise any Option in whole or in part at
any time. The Committee may also permit Participants, either on a
selective or aggregate basis, simultaneously to exercise Options and
sell the shares of Common Stock thereby acquired pursuant to a
brokerage or similar arrangement, approved in advance by the
Committee, and use the proceeds from such sale as payment of the
purchase price of such shares.
(e) Non-Transferability of Options. Options granted under the Plan
shall not be transferable otherwise than by will or by the laws of
descent and distribution, or pursuant to a qualified domestic
relations order as defined by the Code, and Options and rights may be
exercised during the lifetime of the Participant only by the
Participant or by the Participant's guardian or legal representative.
Notwithstanding the foregoing sentence, Options may be transferred to
family members or charities. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of an option, or levy of
attachment or similar process upon the Option not specifically
permitted herein shall be null and void and without effect.
(f) Maximum Number of Shares. The total number of shares of Common
Stock which any single Participant may be allowed to purchase pursuant
to the exercise of Options granted under this Plan shall not exceed
25% of the total number of shares of Common Stock available under this
Plan, subject to adjustment in the same manner as provided in Section
10.01.
5.02 Equity Maintenance. If the Participant exercises an Option during
the term of his employment with a System Company and, subject to
Committee approval, pays the purchase price (or any portion
thereof) of the shares of Common Stock as to which such Option
applies through the surrender of shares of outstanding Common
Stock previously held in the Participant's name, the Committee
may, in its discretion, grant to such Participant an additional
Option to purchase the number of shares of Common Stock equal to
the shares of Common Stock so surrendered by such Participant.
Any such additional Options granted by the Committee shall be
exercisable at the Fair Market Value of Common Stock determined
as of the respective dates such additional Options may be
granted. As stated above, such additional Options may be granted
only in connection with the exercise of Options by the
Participant during the term of his active employment with a
System Company. The grant of such additional Options under this
Section 5.02 shall be made upon such other terms and conditions
as the Committee may from time to time determine consistent with
Section 5.01 above.
ARTICLE VI
RESTRICTED SHARE AWARDS
6.01 Grant of Restricted Shares. The Committee may award
Restricted Shares to such key employees whom the Committee
determines to be eligible pursuant to the terms of Article IV. An
Award of Restricted Shares may be subject to restrictions on
transfer and forfeitability provisions, all as the Committee may
determine. Such Restricted Shares shall be awarded based on such
other terms and conditions as the Committee shall from time to
time determine subject to the provisions of the Plan; provided,
however, the Participant shall be entitled to any voting rights
relative to such Restricted Shares during the Restricted Period
as defined below.
6.02 Award and Delivery of Restricted Shares. At the time an
Award of Restricted Shares is made, the Committee shall establish
a period of time (the "Restricted Period") applicable to such an
Award. Each Award of Restricted Shares may have a different
Restricted Period. The Committee may, in its sole discretion, at
the time an Award is made, prescribe conditions for the
incremental lapse of restrictions during the Restricted Period
and for the lapse or termination of restrictions upon the
satisfaction of other conditions in addition to or other than the
expiration of the Restricted Period with respect to all or any
portion of the Restricted Shares.
6.03 Dividends on Restricted Shares. Any and all cash and stock
dividends paid with respect to the Restricted Shares shall be
subject to any restrictions on transfer, forfeitability
provisions or reinvestment requirements (including, without
limitation, the reinvestment of such dividends in the form of
Equity Awards) as the Committee may, in its discretion,
determine.
6.04 Forfeiture. Upon the forfeiture of any Restricted Shares
(including any additional Restricted Shares which may result from
the reinvestment of cash and stock dividends in accordance with
such rules as the Committee may establish pursuant to Section
6.03), such forfeited shares shall be surrendered. The
Participant shall have the same rights and privileges, and be
subject to the same restrictions, with respect to any additional
shares received pursuant to Section 10.01 due to
recapitalization, mergers, or the like.
6.05 Expiration of Restricted Period. Upon the expiration or
termination of the Restricted Period and the satisfaction of any
other conditions prescribed by the Committee or at such earlier
time as provided for in Section 6.02, the restrictions applicable
to the Restricted Shares shall lapse and a stock certificate for
the number of Restricted Shares with respect to which the
restrictions have lapsed shall be delivered, if applicable, free
of all such restrictions, except any that may be imposed by law,
to the Participant or the Participant's beneficiary or estate, as
the case may be.
ARTICLE VII
PERFORMANCE SHARE AWARDS
7.01 Award of Performance Shares. The Committee may award Performance
Shares to such key employees whom the Committee determines to be
eligible pursuant to the terms of Article IV. An Award of Performance
Shares shall be subject to the attainment of specified Performance
Goals during a Performance Period, both of which the Committee may
determine. Performance Goals can be based on one or more business
criteria that apply to the Participant, a business unit or Entergy
Corporation as a whole, or any combination thereof.
7.02 Delivery of Performance Shares. Delivery of Performance Shares
shall not be made until after the end of the Performance Period.
ARTICLE VIII
EQUITY AWARDS
8.01 Issuance of Equity Awards. An Equity Award may be granted to
such key employees as the Committee determines pursuant to the
terms of Article IV. In addition, the Committee may permit such
key employees to purchase Equity Awards under such terms and
conditions as the Committee, in its discretion, may determine.
In the case of a purchase, the Equity Award shall be in the form
of units, each of which represents one share of Common Stock, the
purchase price of which shall not be less than 80% of the closing
price of a share of Common Stock as reported on the New York
Stock Exchange Composite Tape on the date such award is
purchased. Key employees who are permitted to purchase Equity
Awards shall make the election to do so at least six (6) months
in advance of the purchase of the Equity Award. Equity Awards
shall be allocated to a Participant's respective Equity Award
Account (as defined in Section 8.03) at such time or times, in
such amounts, subject to such restrictions and in accordance with
such terms and conditions as the Committee, in its discretion,
may determine.
8.02 Funding. In the case of Equity Awards granted under the
Plan, no shares of Common Stock shall be issued at the time the
Award is made, and Entergy, the Employer and Plan, or any one of
them, shall not be required to set aside a fund for the payment
of any such Award.
8.03 Equity Award Accounts. An Equity Award granted to a key
employee shall be credited to an Equity Award Account (the
"Equity Award Account") established and maintained for such
Participant. The Equity Award Account of a Participant shall be
the record of Equity Awards granted to him under the Plan, solely
for accounting purposes and, as provided in Section 8.02 above,
shall not require a segregation of any Entergy or Subsidiary
assets.
8.04 Maturity of Equity Awards. All Equity Awards granted to a
Participant (including all Additional Equity Awards as defined in
Section 4.02 related to such Equity Awards) shall become fully
matured at time or times or under such circumstances as the
Committee shall from time to time determine.
8.05 Payment of Equity Awards. A Participant who has received an
Equity Award allocated to his Equity Award Account shall be
entitled to receive a distribution from the Employer with respect
to each then mature Equity Award allocated to his Equity Award
Account at such time or times, and in such form, which may
include shares, cash or a combination thereof, as the Committee
shall determine.
8.06 Non-Transferability. Equity Awards granted under the Plan,
and any rights and privileges pertaining thereto, may not be
transferred, assigned, pledged or hypothecated in any manner, by
operation of law or otherwise, other than by will or by the laws
of descent and distribution, and shall not be subject to
execution, attachment or similar process.
ARTICLE IX
TERMINATION OR AMENDMENT OF THE PLAN
9.01 Termination and Amendment. Subject to Section 11.03, the
Committee may suspend, terminate, modify or amend the Plan at any
time. If the Plan is terminated, the terms of the Plan shall,
notwithstanding such termination, continue to apply to Awards
granted prior to such termination.
ARTICLE X
GENERAL PROVISIONS
10.01 Adjustments Upon Changes in Capitalization. Notwithstanding
any other provision of the Plan, the Committee may, at any time,
make or provide for such adjustments to the Plan, to the number
and class of shares available thereunder or to any outstanding
Options, Restricted Shares, Performance Shares or Equity Awards
as it shall deem appropriate to prevent dilution or enlargement
of rights, including adjustments in the event of distributions
to holders of Common Stock other than a normal cash dividend,
changes in the outstanding Common Stock by reason of stock
dividends, stock splits, recapitalizations, mergers,
consolidations, combinations or exchanges of shares,
separations, reorganizations, liquidations and the like. Any
such determination by the Committee shall be conclusive.
10.02 Fractional Shares. The Employer shall not be required to
deliver any fractional share of Common Stock but may pay, in
lieu thereof, the Fair Market Value of such fractional share to
the Participant or the Participant's beneficiary or estate, as
the case may be. For purposes of this Section 10.02, the Fair
Market Value shall be determined as of the following dates: (a)
the date on which restrictions lapse for Restricted Shares, (b)
the date of delivery of Performance Shares (c) the maturity date
for Equity Awards, or (d) in any case, such other date as the
Committee may determine.
10.03 Tax Withholdings. Subject to such terms and conditions as
may be established by the Committee, the Participant shall pay to
Entergy any amount necessary to satisfy applicable federal, state or
local tax withholding requirements attributable to an Award of
Options, Restricted Shares, Performance Shares or Equity Awards under
this Plan promptly upon notification of the amounts due. The Committee
may permit such amount to be paid by the Participants to be withheld
from the shares of Common Stock that otherwise would be distributed to
such Participant upon the exercise of an Option, the lapse of
restrictions applicable to Restricted Shares, the payment of
Performance Shares or the maturity of Equity Awards, as applicable, or
a combination of cash and shares of such Common Stock.
10.04 Legal and Other Requirements. The obligation of Entergy or
its Subsidiaries to sell and deliver Common Stock under the Plan
shall be subject to all applicable laws, regulations, rules and
approvals, including, but not by way of limitation, the
effectiveness of a registration statement under the Securities
Act of 1933 if deemed necessary or appropriate by Entergy.
Certificates for shares of Common Stock issued hereunder may be
legended as the Committee shall deem appropriate.
10.05 Effective Date. The Plan shall become effective as of June
1, 2000.
10.06 Written Agreements. Each Award of Options, Restricted
Shares, Performance Shares or Equity Awards shall be evidenced
by a written agreement which shall contain such restrictions,
terms and conditions as the Committee may require.
Notwithstanding anything to the contrary contained in the Plan,
neither Entergy nor its Subsidiaries bear any obligation to
grant any Awards under the Plan to any Participant hereunder
unless such Participant shall execute all appropriate agreements
with respect to such Awards in such form as the Committee may
determine from time to time.
10.07 Effect on Other Plans. Awards may be granted singly, in
combination or in tandem (except where prohibited by applicable law)
and may be made in combination or tandem with or as alternatives to,
awards or grants under any other employee plan maintained by Entergy
or its Subsidiaries; provided that the adoption of the Plan shall have
no effect on awards made or to be made pursuant to other stock plans
covering the employees of a System Company or its successors thereto.
Awards under the Plan shall not constitute earnings for purposes of
any pension plan covering employees of a System Company except as
otherwise expressly provided in any such pension plan.
10.08 Right to Terminate Employment. Nothing in the Plan or any
agreement entered into pursuant to the Plan shall confer upon
any key employee the right to continue in the employment of
Entergy or any Subsidiary or affect any right which Entergy or
any Subsidiary may have to terminate the employment of such key
employee.
10.09 Notices. Every direction, revocation or notice authorized
or required by the Plan shall be deemed delivered to Entergy on
the date it is personally delivered to the Secretary of Entergy
at its principal executive offices or three business days after
it is sent by registered or certified mail, postage prepaid,
addressed to the Secretary at such offices, and shall be deemed
delivered to a Participant on the date it is personally
delivered to him or three business days after it is sent by
registered or certificate mail, postage prepaid, addressed to
him at the last address shown for him on the records of Entergy
and its Subsidiaries.
10.10 Applicable Law. All questions pertaining to the validity,
construction and administration of the Plan and rights and
benefits granted hereunder shall be determined in conformity
with the laws of the State of Louisiana, to the extent not
preempted or controlled by the laws of the United States and
regulations thereunder.
ARTICLE XI
CHANGE IN CONTROL
11.01 Accelerated Vesting of Performance Shares. Notwithstanding
anything stated herein to the contrary, but subject to the forfeiture
provisions of this Section 11.02 and any federal securities law
restrictions on sale and exercise, if during a Change in Control
Period there should occur a Qualifying Event with respect to a System
Management Participant, the number of Performance Shares and
Performance Share units, as applicable, the System Management
Participant shall be entitled to receive under the Plan with respect
to any Performance Period that precedes or includes the day on which
the Change in Control Period commences shall be determined as if the
System Management Participant satisfied the remaining performance
requirements at System Management Participant's target level with
respect to such Performance Period(s). However, any Performance
Shares and Performance Share units, as applicable, that were not fully
vested prior to the date of such Qualifying Event shall continue to
be subject to forfeiture upon the occurrence of any of the following:
(a) Without System Company employer permission, System Management
Participant removes, copies, or fails to return if he or she has
already removed, any property belonging to one or all of the System
Companies, including, but not limited to, the original or any copies
of any records, computer files or disks, reports, notes, documents,
files, audio or video tapes, papers of any kind, or equipment provided
by any one or all of the System Companies or created using property of
or for the benefit of one or all of the System Companies.
(b) During System Management Participant's employment and for 2 years
thereafter, other than as authorized by a System Company or as
required by law or as necessary for the System Management Participant
to perform his duties for a System Company employer, System Management
Participant shall disclose to any person or entity any non-public data
or information concerning any System Company, in which case System
Management Participant shall be required to repay any Plan benefits
previously received by him. Disclosure of information pursuant to
subpoena, judicial process, or request of a governmental authority
shall not be deemed a violation of this provision, provided that
System Management Participant gives the System Company immediate
notice of any such subpoena or request and fully cooperates with any
action by System Company to object to, quash, or limit such request;
or
(c) System Management Participant engages in any employment (without
the prior written consent of his last System employer) either
individually or with any person, corporation, governmental agency or
body, or other entity in competition with, or similar in nature to,
any business conducted by any System Company at any time within the
Applicable Period (defined below) and commencing upon termination of
employment, where such competing employer is located in, or servicing
in any way customers located in, those parishes and counties in which
any System Company services customers during such Applicable Period,
in which case System Management Participant shall be required to repay
any Plan benefits previously received by him. For purposes of this
Section, Applicable Period shall mean:
(1) two (2) years for System Management Participants at System
Management Levels 1 and 2 at the commencement of the Change in Control
Period, provided, however, that the two-year Applicable Period shall
be extended to three (3) years if otherwise permissible under
applicable law;
(2) two (2) years for System Management Participants at System
Management Level 3 at the commencement of the Change in Control
Period; and
(3) one (1) year for System Management Participants at
System Management Level 4 at the commencement of the Change
in Control Period.
However, if the stated Applicable Periods described herein
shall be impermissible under applicable law, then the
Applicable Period for purposes of this Plan shall be the
maximum time period allowed under applicable law for a
covenant not to compete.
11.02 Commencement Date of Awards. Notwithstanding anything
stated herein to the contrary, but subject to the forfeiture
provisions of Section 11.01 and any federal securities law
restrictions on sale and exercise, if during a Change in Control
Period there should occur a Qualifying Event with respect to a System
Management Participant:
(a) all restrictions shall be lifted on any Options, Restricted
Shares, and Restricted Share units, as applicable, granted to a System
Management Participant under the Plan prior to the occurrence of such
Qualifying Event; and
(b) the System Management Participant may elect to receive all Awards
payable to him under the Plan on the first day of any month following
the System Management Participant's termination.
11.03 No Benefit Reduction. Notwithstanding anything stated above
to the contrary, an amendment to, or termination of, the Plan
following a Change in Control shall not reduce the Awards granted
under this Plan through the date of any such amendment or termination.
In no event shall a System Management Participant's Awards under this
Plan following a Change in Control be less than such System Management
Participant's Awards under this Plan immediately prior to the Change
in Control Period, subject, however, to the forfeiture provisions
referenced in Section 11.01 as in existence on the date immediately
preceding the commencement date of the Change in Control Period. In
addition, no provision of this Plan may be modified, waived, or
discharged during the two-year period commencing on the date of a
Potential Change in Control, unless such modification, waiver, or
discharge is agreed to in writing and signed by the affected System
Management Participant and by the Committee.
11.04 Source of Payments. Within thirty (30) days following the
date of a Change in Control, each System Company shall make a single
irrevocable lump sum contribution to the Trust for Deferred Payments
of Entergy Corporation and Subsidiaries ("Trust") pursuant to the
terms and conditions described in such Trust. Each System Company's
contribution shall be in an amount equal to the total Awards granted
to such System Company's Plan System Management Participants under the
Plan through the date of any such Change in Control. If one or more
of a System Company's System Management Participants shall continue to
be employed by a System Company after such a Change in Control, each
calendar year the System Company shall, as soon as possible, but in no
event longer than thirty (30) days following the end of such calendar
year, make an irrevocable contribution to the Trust in an amount that
is necessary in order to maintain a lump sum amount credited to the
System Company's Plan account under the Trust that is equal to the
total unpaid Awards granted to such System Company's System Management
Participants as of the end of each applicable calendar year.
Notwithstanding the foregoing in this Section to the contrary, a
System Company may make contributions to the Trust prior to a Change
in Control in such amounts as it shall determine in its complete
discretion. The Trust is intended as a "grantor" trust under the
Internal Revenue Code and the establishment and funding of such Trust
is not intended to cause System Management Participants to realize
current income on amounts contributed thereto, and the Trust shall be
so interpreted.
IN WITNESS WHEREOF, the Entergy Corporation has caused this Plan
document to be executed by its duly authorized representative on this
___ date of ______, 2000.
ENTERGY CORPORATION
through the undersigned duly authorized representative
__________________________
C. GARY CLARY
Senior Vice-President,
Human Resources and Administration
for Entergy Services, Inc.
