Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 24, 2013, the Board of Directors of Cleco Corporation (the "Company") approved a special award in the aggregate amount of 10,000 restricted shares of the Company's common stock, $1.00 par value per share, to Bruce A. Williamson, President and Chief Executive Officer of the Company. The award was made under the Company's 2010 Long-Term Incentive Compensation Plan (the "Plan"). The purpose of the award is to recognize Mr. Williamson's performance during 2012, as well as to serve as a retention device.
The shares awarded to Mr. Williamson will be restricted until January 24, 2018 (the “Vesting Date”). During the restriction period, Mr. Williamson may not sell, assign, transfer, pledge or otherwise dispose of the shares. Dividends will accrue on the shares without interest during the restriction period. If Mr. Williamson is employed by the Company on the Vesting Date, the shares and accrued dividends thereon will be delivered and paid to Mr. Williamson. If Mr. Williamson is not so employed, the shares and accrued dividends will be forfeited by him.
If Mr. Williamson ceases to be employed by the Company before the Vesting Date on account of his death, disability or retirement (as defined in the Plan), the vesting restrictions will lapse and a prorated portion of the shares and accrued dividends thereon will be delivered and paid to Mr. Williamson. If a change in control occurs and Mr. Williamson ceases to be employed by the Company, other than on account of cause, his voluntary resignation or his death, disability, or retirement, all of the shares and the accrued dividends will vest and will be delivered to Mr. Williamson.
The Board of Directors has retained the ability to modify the foregoing terms and conditions, in its discretion and without Mr. Williamson's prior consent. The foregoing summary of the special restricted stock award granted to Mr. Williamson is qualified in its entirety by reference to the document evidencing his special restricted stock award, a copy of which is filed as exhibit 10.1 to this Current Report.