Exhibit 10(a)65
EXECUTIVE ANNUAL INCENTIVE PLAN
I. PURPOSE
The objective of this Plan is to provide an incentive
to executive employees of Entergy Corporation or any
System Company based on the achievement of annual
System, Business Unit and/or individual Performance
Goals.
II. DEFINITIONS
The terms defined in this Section II shall, for all
purposes of this Plan, have the meanings herein
specified, unless the context expressly, or by
necessary implication requires otherwise:
A.Award: The actual dollar amount paid to a
Participant.
B.Board: The Board of Directors of Entergy
Corporation.
C.Business Unit: A System Company, division or
department thereof, or any combination of System
Companies, divisions or departments thereof.
D.Code: 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.
E.Committee: The Personnel Committee of the Board or
such other committee as determined by the Board
which shall be comprised solely of two or more
outside Directors of the Company within the meaning
of Section 162(m) of the Code who are also non-
employee Directors within the meaning of Rule 16b-3.
F.Covered Participant: A Participant 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.
G.Director: An individual elected to the Board by the
shareholders of the Company.
H.Entergy Corporation: Entergy Corporation and any
successor of such corporation.
I.Participant: An executive employee of a System
Company approved for participation by the Committee.
J.Performance Goals: The goals which are established
by the Committee against which performance will be
measured.
K.Plan: This Executive Annual Incentive Plan, as
originally adopted, or if amended or supplemented,
as so amended or supplemented.
L.Plan Year: The calendar year.
M.Rule 16b-3: Securities and Exchange Commission Rule
16b-3 promulgated under the Securities Exchange Act
of 1934, as amended, as such may be amended from
time to time, and any successor, rule, regulation or
statute fulfilling the same or similar function.
N.System: The group of corporations composed of
Entergy Corporation and every System Company, as
defined below.
0.System Company: 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.
III. PARTICIPATION
A.Prior to the commencement of each Plan Year,
Participants will be recommended by the Chief
Executive Officer of Entergy Corporation and
approved by the Committee. Participants are to be
those executive employees who, in the opinion of the
Committee, are responsible for establishing the
strategic direction of Entergy Corporation and/or
Business Units, executing tactical action Plans, or
achievement of bottom line results.
B.Except as provided in Article VII, if due to hiring,
or promotion, an employee becomes eligible to
participate in the Plan during a Plan Year, then the
Committee shall have the discretion to provide
during the Plan year that the individual shall be
eligible for an Award.
IV. PERFORMANCE GOALS
The Committee will establish System, Business Unit and
individual Performance Goals for each Plan Year before
the beginning of each Plan Year, or, except as provided
in Article VII as soon as practicable in such Plan
Year.
V. AWARD DETERMINATION
The Committee will determine for each Plan Year before
the beginning of each Plan Year, or, except as provided
in Article VII as soon as practicable in such Plan
Year, the method for computing the Award payable to
each Participant if the Performance Goals are attained.
VI. PAYMENT OF AWARDS
A.Except as otherwise provided in Subsection C below,
no Participant shall be vested nor payment of any
Awards be made, prior to the end of the applicable
Plan Year.
B.As soon as practical following the Plan Year, Awards
will be paid in cash unless the Participant has
filed a voluntary deferral election in accordance
with the administrative guidelines.
C.Status changes shall be governed by the
administrative guidelines of the program.
VII. SPECIAL PROVISIONS APPLICABLE TO COVERED PARTICIPANTS
Awards paid to Covered Participants under this Plan
shall also be governed by the conditions of this
Article VII in addition to the other requirements set
forth in this Plan. Should conditions set forth under
this Article VII conflict with the other provisions of
this Plan, the conditions of this Article VII shall
prevail.
A.The Performance Goals, the objective formula or
standards for computing the amount of compensation
payable to a Covered Participant if the Performance
Goals are attained and the Performance Period shall
be established by the Committee in writing prior to
the: beginning of the Performance Period, or by such
other later date as may be permitted under Section
162(m) of the Code. The "Performance Period" is the
period over which the performance of the Participant
shall be measured.
B.The maximum amount of compensation payable to a
single Participant pursuant to this Plan for any
single Plan Year shall be $2,000,000.00.
C.The Performance Goals may be based upon or may
relate to one or any combination of the following
business criteria: EBITDA, EBIT, net income,
earnings per share, operating cash flow, cash flow,
return on equity, sales, budget achievement,
productivity, price of Entergy Corporation stock,
market share, total return to shareholder, return on
capital, net cash flow, cash available to parent,
net operating profit after taxes (NOPAT), economic
value added (EVA), expense spending, O&M expense,
expense, O&M or capital/kwh, capital spending, gross
margin, net margin, market capitalization, market
value, debt ratio, equity ratio, return on assets,
profit margin, customer growth or customer
satisfaction. The Performance Goals may be stated in
terms of absolute levels or relative to another
company or companies or to an index or indices. The
Performance Goals established by the Committee shall
be adjusted to reflect capital changes and shall
exclude unusual or nonrecurring events, including
extraordinary items, changes in accounting
principles, discontinued operations, acquisitions,
divestitures and material restructuring charges.
D.The Performance Goals shall not allow for any
discretion by the Committee as to an increase in any
Award, but discretion to lower an Award is
permissible.
E.The Award and payment of any Award under this Plan
to a Covered Participant with respect to a relevant
Performance Period shall be contingent upon the
attainment of the Performance Goals that are
applicable to such Covered Participant. The
Committee shall certify in writing prior to payment
any such Award that such applicable Performance
Goals relating to the Award are satisfied. Approved
minutes of the Committee may be used for this
purpose.
F.All Awards to Covered Participants under this Plan
shall be further subject to such other conditions,
restrictions, and requirements as the Committee may
determine to be necessary to carry out the purpose
of this Article VII.
VIII.ADMINISTRATION
A.The Plan shall be administered by the Committee,
which, in addition to the other powers set forth
herein, shall have the full power, subject to, and
within the limits of the Plan, to:
1. Make, interpret. and approve all rules for the
administration of the Plan;
2. Exercise all powers and perform such acts in
connection with the Plan as are deemed necessary
or appropriate to promote the best interests of
the System.
B.The Committee may authorize one or more of its
members or any officer of Entergy Corporation, to
execute and deliver documents on behalf of the
Committee.
IX. ADDITIONAL PROVISIONS
A.Nothing in this Plan shall be construed as giving an
employee any right to remain in the employ of his
respective System Company nor any other System
Company. The receipt of an Award in one Plan Year
shall not give a Participant a right to receive and
Award for any subsequent Plan Year.
B.No right or interest of any Participant in the Plan
shall be assigned or transferable by the recipient
thereof. In the event of a Participant's death, any
payment to which the Participant may be entitled
shall be made to the Participant's designated
beneficiary, or in the absence of such designation,
to the Participant's estate.
C.A System Company shall have the right to deduct from
all payments under this Plan any federal, state,
and/or local taxes required by law to be withheld
with respect to such payments.
D.The Committee's determinations under the Plan
(including without limitation, determinations of the
persons to receive Awards, the form, amount and
timing of such payments, the terms and provisions of
such payments, and the agreements evidencing same)
need not be uniform and may be made selectively
among persons who receive, or are eligible to
receive, Awards under the Plan, whether or not such
persons are similarly situated.
E.Payments under the Plan shall not constitute
earnings for purposes of any retirement plan, unless
so specified in such retirement plan.
F.A System Company shall have no obligation to reserve
or otherwise fund in advance any amounts which arc
or may in the future become payable under this Plan.
Any funds, which a System Company acting in its sole
discretion determines to reserve for future payments
under this plan, may be commingled with other funds
of the System Company and need not in any way be
segregated from other assets or funds held by the
System Company.
G.As the context of the Plan may require, the singular
may be read as the plural and the plural as the
singular.
H.The captions to the articles, sections, and
paragraphs, of this Plan are for convenience only
and shall not control or affect the meaning or
construction of any of its provisions.
1.This Plan shall be governed and construed in
accordance with the laws of the State of Louisiana.
X. AMENDMENT AND TERMINATION
The Committee may amend, suspend, or terminate the Plan
or any portion thereof at any time, provided, if
exemption from Section 162(m) deduction limits is to be
continued, such amendment is made with Board and
shareholder approval if shareholder approval is
necessary to comply with any tax, regulatory or
exchange requirement, including for these purposes, the
requirements for the performance-based compensation
exception wider Section 162(m) of the Code.
XI. EFFECTIVE DATE OF PLAN
The Plan shall be effective with the Plan Year
commencing January 1, 1998.