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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of
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the
Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported): January 5,
2009
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CLECO
CORPORATION
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(Exact
name of registrant as specified in its
charter)
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Louisiana
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1-15759
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72-1445282
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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2030
Donahue Ferry Road
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Pineville,
Louisiana
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71360-5226
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (318)
484-7400
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CLECO
POWER LLC
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(Exact
name of registrant as specified in its
charter)
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Louisiana
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1-05663
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72-0244480
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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2030
Donahue Ferry Road
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Pineville,
Louisiana
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71360-5226
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (318)
484-7400
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
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o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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In October 2008, the Compensation
Committee (the “Compensation Committee”) of the Board of Directors of
Cleco Corporation (the “Company”) approved a new form of Executive
Employment Agreement for Level 1 officers (the
“Agreement”). This new agreement is intended to replace
executive employment agreements by and between the Company and each of
Dilek Samil, George W. Bausewine and Michael H. Madison (each, an
“Executive”), dated January 1, 2002, May 5, 2005, and October 1, 2003,
respectively, upon the expiration of such current employment
agreements. On January 5, 2009, the Company entered into the
Agreement with Ms. Samil. Ms. Samil will serve as the President
and Chief Operating Officer for Cleco Power LLC (“Cleco Power”), a wholly
owned subsidiary of the Company. The Company expects to enter
into the Agreement with each of Messrs. Bausewine and Madison upon the
expiration of their current employment agreements in May and October 2009,
respectively. Pursuant to the Agreements, it is expected that
Mr. Bausewine will serve as Senior Vice President of Corporate Services
for the Company and Cleco Power and that Mr. Madison will serve as
President and Chief Executive Officer of the Company and Chief Executive
Officer of Cleco Power.
Pursuant to the terms of the
Agreement, Ms. Samil’s annual salary shall be equal to her annual base
salary in effect as of January 1, 2009, which is
$323,500. Messrs. Bausewine and Madison’s annual salary is
expected to be equal to their base salaries in effect as of the effective
date of their Agreements, which amounts are expected to be set forth in
the Company’s definitive proxy statement relating to its Annual Meeting of
Shareholders to be held on April 24, 2009. Each Executive is
eligible to participate in the Company’s Annual Incentive Compensation
Plan, 2000 Long-Term Incentive Compensation Plan and Supplemental
Executive Retirement Plan. Each Executive’s base salary, bonus
and participation in the Company’s incentive compensation programs will be
reviewed at least annually by the Compensation Committee.
If an Executive’s employment is
terminated by the Company without Cause, such Executive will receive (a)
Base Compensation payable until the Termination Date and (b) Incentive
Bonus payable in the target amount for the year in which the termination
occurs. In addition, at such Executive’s written request, the
Company shall, pursuant to certain conditions, purchase the Executive’s
principal residence and pay or reimburse the Executive for the cost of
relocation. Also, the Company shall, pursuant to certain
conditions, pay the continuation coverage premium if such Executive and/or
their dependents elect to continue group medical coverage.
If an Executive’s employment is
terminated by the Company for Good Reason, a term used in connection with
a Change in Control, or without Cause at anytime within the 60-day period
preceding or 36-month period following a Change in Control such Executive
will receive (a) an amount equal to three times the sum of their base
compensation and target bonus (as defined in the Agreement), (b)
coverage, for a certain period of time, for the Executive and their
dependents under the Company’s or an Affiliate's group medical plan and
(c) an amount equal to three times the Company’s maximum matching
contribution obligation under the Company’s 401(k) Savings and Investment
Plan. In addition, the vesting shall be accelerated, any
restrictions shall lapse and all performance objectives shall be deemed
satisfied as to any outstanding grants or awards made to the departing
Executive under the 2000 Long-Term Incentive Compensation
Plan. The Executive shall
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also
be fully vested for purposes of any service or similar requirement imposed
under the Supplemental Executive Retirement Plan, and at the departing
Executive’s written request, the Company shall, pursuant to certain
conditions, purchase such Executive’s principal residence and pay or
reimburse such Executive for the cost of relocation.
If an Executive’s employment is
terminated by the Company for Cause, or if an Executive terminates
employment with the Company, no payments or benefits shall be due to such
Executive from the Company, except as may be required under a separate
plan or as may be required by law.
If an Executive dies or becomes
disabled, such Executive or his or her estate would receive his or her
Incentive Bonus payable with respect to the year of termination, prorated
to reflect such Executive’s actual period of service.
Each Executive is subject to a
non-solicitation clause during the one-year period beginning as of the
date of voluntary termination by the Executive or an involuntary
termination with Cause.
Any
payment potentially due under the Agreement will be subject to a six-month
delay should the Executive be a “Specified Employee” as defined under
Internal Revenue Code Section 409A. In the event of payment
delay, no interest income becomes due to the Executive.
The
foregoing description of the Agreement is qualified in its entirety by
reference to the Agreement, which is incorporated herein by reference and
attached hereto as Exhibit 10.1. Capitalized terms used and not
otherwise defined herein shall have the meanings given such terms in the
Agreement.
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Item
9.01 Financial
Statements and Exhibits.
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(d) Exhibits.
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The following exhibit is filed
herewith:
10.1 Form of
Cleco Corporation Executive Employment Agreement (Level
1)
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CLECO
CORPORATION
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Date: January
9, 2009
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By: /s/ R. Russell
Davis
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R. Russell Davis
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Vice President, Chief Accounting Officer & Interim
CFO
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CLECO
POWER LLC
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Date: January
9, 2009
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By: /s/ R. Russell
Davis
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R. Russell Davis
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Vice President, Chief Accounting Officer & Interim
CFO
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Exhibit Number
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Exhibit Description
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10.1
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Form
of Cleco Corporation Executive Employment Agreement (Level
1)
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