On January 28, 2011, the Board of Directors of Cleco Corporation (the “Company”) granted the following awards of restricted shares of common stock of the Company, par value $1.00 per share (“Common Stock”): 600 restricted shares to Jeffrey W. Hall, Senior Vice President of Governmental Affairs and Chief Diversity Officer of the Company; 1,700 restricted shares to George W. Bausewine, President and Chief Operating Officer of Cleco Power LLC, a wholly owned subsidiary of the Company; and 250 restricted shares to Wade A. Hoefling, Senior Vice President, General Counsel & Director - Regulatory Compliance of the Company. These awards were made pursuant to the Company’s 2010 Long-Term Incentive Compensation Plan (the “Plan”). One-half of the shares granted to Messrs. Hall, Bausewine and Hoefling will remain restricted until January 27, 2012, while the other half will remain restricted until January 27, 2013. During the restriction period, Messrs. Hall, Bausewine and Hoefling may not sell, assign, transfer, pledge or otherwise dispose of the shares. Pending the lapse of the restrictions, Messrs. Hall, Bausewine and Hoefling shall be entitled to the rights of shareholders with respect to the shares granted to them, including the right to vote and to receive dividends declared by the Board of Directors. The shares are subject to forfeiture by Messrs. Hall, Bausewine or Hoefling, if such officer ceases his employment with the Company (other th an because of retirement, death or disability) before the end of the restriction period. Upon retirement, death or disability prior to the end of the restriction period or upon a Change of Control (as defined in the Plan), the restrictions will lapse and the shares will be delivered to the appropriate officer without restriction. The Compensation Committee or the Board of Directors of the Company may amend the terms and conditions of the awards granted to Messrs. Hall, Bausewine and Hoefling. The foregoing summary of the restricted stock awards granted to Messrs. Hall, Bausewine and Hoefling is qualified in its entirety by reference to a form of the restricted stock award agreement by and between the Company and each of Messrs. Hall, Bausewine and Hoefling, which is attached as Exhibit 10.1 to this Current Report and is incorporated by reference herein. On January 28, 2011, the Board of Directors of the Company also approved a special award in the amount of 10,000 restricted shares of Common Stock to Michael H. Madison, President and Chief Executive Officer of the Company. This award was made pursuant to the Plan. The shares awarded to Mr. Madison will be restricted until May 26, 2013. During the restriction period, Mr. Madison may not sell, assign, transfer, pledge or otherwise dispose of the shares. Dividends will accrue on the shares during the restriction period without interest and will be paid to Mr. Madison upon the lapse of the restrictions. The shares (and any accrued dividends thereon) will be forfeited if Mr. Madison is no longer an e mployee of the Company (other than because of retirement, attaining the age of 65, death or disability) before the end of the restriction period. Upon retirement, attaining the age of 65, death or disability prior to the end of the restriction period or upon a Change of Control (as defined in the Plan), the restrictions will lapse and the shares (and any accrued dividends thereon) will be delivered to Mr. Madison. The Compensation Committee or the Board of Directors of the Company may amend the terms and conditions of the award. The foregoing summary of the special restricted stock award granted to Mr. Madison is qualified in its entirety by reference to the special restricted stock award |
