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):
December 9,
2008
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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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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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CLECO
CORPORATION
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Date:
December 9, 2008
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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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10.1
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Cleco
Corporation 2000 Long-Term Incentive Compensation Plan, Amendment No. 5;
effective as of January 1, 2009.
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10.2
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Cleco
Corporation Deferred Compensation Plan, Corrective
Section
409A Amendment, effective as of January 1, 2009.
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10.3
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Cleco
Corporation Supplemental Executive Retirement Plan (Amended and Restated
Effective January 1, 2009), Amendment No. 1, effective as of January 1,
2009.
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10.4
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Form
of Addendum to Executive Officer Employment
Agreement.
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a.
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The
term “Disability” shall mean that Executive is actually receiving
long-term income replacement benefits under separate long-term disability
plan or policy maintained by the Company or an
Affiliate.
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b.
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The
term “Separation Date” shall mean the later of the date on which (i)
Executive’s employment with the Company and its Affiliates ceases, or (ii)
the Company and Executive reasonably anticipate that Executive will
perform no further services for the Company and its Affiliates, whether as
a common law employee or independent
contractor. Notwithstanding the foregoing, Executive may be
deemed to incur a Separation From Service if he or she continues to
provide services to the Company or an Affiliate, whether as an employee or
an independent contractor, provided such services are not more than 20% of
the average level of services performed by such Executive during the
immediately preceding 36-month
period.
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c.
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The
status of Executive as a “Specified Employee” shall be determined in
accordance with the provisions of Code Section 409A and shall mean that as
of his or her Separation Date, Executive is a “key employee” of the
Company or an Affiliate within the meaning of Code Section 416(i), (ii),
or (iii), but determined without regard to paragraph (i)(5)
thereof. If Executive satisfies such requirements as of a
December 31st, he or she shall be considered a Specified Employee
hereunder during the 12-month period commencing on the immediately
following April 1st.
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a.
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Executive
shall make a claim for any reimbursement not later than the end of the
calendar year in which the expense-giving rise to such claim for
reimbursement is incurred.
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b.
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The
Company shall promptly pay or reimburse such expenses upon receipt of such
information and supporting documentation, as it may reasonably request,
but not later than December 31st of the calendar year following the
calendar year in which such expenses are
incurred.
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c.
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Any
claim for reimbursement provided under the Agreement shall be made no
later than two years after Executive’s date of death, at which time the
Company’s obligations to reimburse under the Agreement shall be
extinguished.
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a.
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For
a period of 18 months if Executive is otherwise entitled to receive the
benefit described in Section 3.1f of the Agreement;
or
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b.
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For
a period of 36 months if Executive is otherwise entitled to receive the
Change in Control benefit described in Section 4.2d of the
Agreement.
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a.
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Any
reimbursement shall be paid to Executive in accordance with Paragraph 3 of
this Addendum; and
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b.
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Any
amount due to Executive on account of his or her death or Disability shall
be paid in the form of a single sum at the time Executive would otherwise
have received such amount had he or she remained an active employee of the
Company.
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