CLECO CORP (Form: 8-K, Received: 10/24/2014 12:29:28)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2014

CLECO CORPORATION

(Exact name of registrant as specified in its charter)



Louisiana	1-15759	72-1445282
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)



2030 Donahue Ferry Road
Pineville, Louisiana	71360-5226
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: ( 318) 484-7400

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 21, 2014, the Board of Directors (the “Board”) of Cleco Corporation (“the Company”) approved an amendment to the Cleco Corporation Executive Severance Plan (“Executive Plan”) to be effective following compliance with provisions under the Executive Plan requiring notice of any amendments to affected employees. The amendment modifies the definition of “Good Reason” under the Executive Plan in two ways. First, the amendment modifies the definition of “Good Reason” to include language providing that “in no event shall a Covered Executive’s authority, duties or responsibilities be deemed to be reduced as a consequence of or related to the Company ceasing to be a publicly listed company.” Second, the amendment deleted from the definition of “Good Reason” the following clause: “or such executive has reasonably determined that, as a result of a change in circumstances that materially affects his or her employment with the Company, he or she is unable to exercise the authority, power, duties and responsibilities assigned to him or her immediately before the commencement of such period.”

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished herewith:

10.1 Text of the Amendment to the Cleco Corporation Executive Severance Plan

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	CLECO CORPORATION



Date: October 24, 2014	By: /s/ Terry L. Taylor
	Terry L. Taylor
	Controller and Chief Accounting Officer



Exhibit Number	Exhibit Description

10.1	Text of the Amendment to the Cleco Corporation Executive Severance Plan

EXECUTIVE SEVERANCE PLAN

(As amended and restated)

Whereas , Cleco Corporation, a corporation organized and existing under the laws of the State of Louisiana (the “Company”), maintains the Executive Severance Plan, which plan is intended to be a welfare benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (the “Plan”);

Whereas , the Compensation Committee of the Company’s Board of Directors now desires to amend the Plan for the purpose of facilitating the payment of severance thereunder, and Section 7.3 of the Plan permits such amendment;

Now, Therefore, subject to any notice requirement under the Plan, Section 2.11 of the Plan shall be amended and restated as follows:

“2.11 “Good Reason” means that: (a) a Covered Executive’s Base Compensation in effect immediately before the commencement of a Change in Control Period is materially reduced, or there is a material reduction or termination of such executive’s rights to any employee benefit i n effect immediately prior to such period; (b) a Covered Executive’s authority, duties or responsibilities are materially reduced from those in effect immediately before the commencement of a Change in Control Period (it being understood that in no event shall a Covered Executive’s authority, duties or responsibilities be deemed to be reduced as a consequence of or related to the Company ceasing to be a publicly listed company); (c) a Covered Executive is required to be away from his or her office in the course of discharging his or her duties and responsibilities significantly more than was required before the commencement of a Change in Control Period; or (d) a Covered Executive is required to transfer to an office or business location that is more than 60 miles from the primary location to which he or she was assigned prior to the commencement of a Change in Control Period. No event or condition shall constitute Good Reason hereunder unless: (i) a Covered Executive provides to the Committee written notice of his or her objection to such event not later than 60 days after such executive first l earns, or should have learned, of such event; (ii) such event is not corrected by the Company promptly after receipt of such notice, but in no event more than 30 days after receipt thereof; and (iii) such executive Separates From Service not more than 15 days following the expiration of the 30-day period described in clause (ii) hereof . One or more members of the Committee, as constituted immediately prior to the commencement of a Change in Control Period, shall determine whether any Separation From Service is on account of Good Reason as defined herein.

This Amendment No. 1 has been duly adopted by the Board of Directors of Cleco Corporation, to be effective 30 days following any notice requirement under the Plan.

Cleco Corporation

By: /s/ Judy P. Miller

Date: October 21, 2014