Exhibit 10(q)
Form of
RESTRICTED STOCK AWARD AGREEMENT
under the
FPL GROUP, INC. AMENDED AND RESTATED LONG-TERM INCENTIVE
PLAN
This Restricted Stock Award Agreement
("Agreement"), between FPL Group, Inc. (hereinafter called the
"Company") and ___________________ (hereinafter called the
"Participant") is dated ______ ___, 20___.
1.
Grant of Restricted Stock Award - The Company hereby grants
to the Participant _________ shares of the Company's common
stock, par value $.01 per share ("Common Stock"), which shares (the
"Awarded Shares") shall be subject to the restrictions set forth in
sections 2, 3 and 4, below, as well as all other terms and
conditions set forth in this Agreement and in the Company's Amended
and Restated Long Term Incentive Plan, as amended from time to time
(the "Plan"). Subject to the terms of section 3(d)
hereof, the Participant shall have the right to receive dividends
on the Awarded Shares as and when paid.
2.
Vesting - Restrictions and Limitations – (a) Subject
to the limitations and other terms and conditions set forth in this
Agreement and in the Plan, the Awarded Shares shall vest, the
Company shall remove all restrictions from such Awarded Shares and
the Participant shall obtain unrestricted ownership of the Awarded
Shares in accordance with the schedule set forth below:
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___ shares on the later to occur of (i)
[ 1 year following grant ], or, (ii) the date on which the
Compensation Committee of the Board (or such other committee
designated to administer the Plan (the "Committee")) makes the
certification described in Section 2(b) hereof (the "First
Vest")
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___ shares on the later to occur of (i)
[ 2 years following grant ], or (ii) the date on which the
Committee makes the certification described in Section 2(b) hereof
(the "Second Vest")
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___ shares on the later to occur of (i)
[ 3 years following grant ], or (ii) the date on which the
Committee makes the certification described in Section 2(b) hereof
(the "Final Vest")
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The period from the date of grant of the
Awarded Shares through the date immediately preceding the date on
which such Awarded Shares vest shall be hereinafter referred to as
the "Restriction Period."
(b) Notwithstanding
the provisions of section 2(a) hereof:
(i) The First
Vest shall be conditioned on, subject to and shall not occur until
certification by the Committee (by resolution or in such other
manner as the Committee deems appropriate) that the Corporate
Performance Objective (as such term is defined in the Company's
Amended and Restated Executive Annual Incentive Plan) or similar
objective under the Company's then-existing annual incentive plan,
or, if there is no such Corporate Performance Objective or similar
objective so established, such other appropriate performance target
as the Committee may establish (such Corporate Performance
Objective, similar objective or other performance target being
hereinafter referred to as the "Performance Target"), for [ year
of grant ] has been achieved. If the Committee does
not or cannot certify that the Performance Target has been achieved
by December 31, [ following year ], then the Participant
shall forfeit the right to the shares subject to the First Vest,
and such shares shall be cancelled.
(ii) The
Second Vest shall be conditioned on, subject to and shall not occur
until certification by the Committee (by resolution or in such
other manner as the Committee deems appropriate) that the
Performance Target for [ year following year of grant ] has
been achieved. If the Compensation Committee does not or
cannot certify that the Performance Target has been achieved by
December 31, [ following year ], then the Participant shall
forfeit the right to the shares subject to the Second Vest, and
such shares shall be cancelled.
(iii) The
Final Vest shall be conditioned on, subject to and shall not occur
until certification by the Committee (by resolution or in such
other manner as the Committee deems appropriate) that the
Performance Target for [ two years following year of grant ]
has been achieved. If the Committee does not or cannot
certify that the Performance Target has been achieved by December
31, [ following year ], then the Participant shall forfeit
the right to the shares subject to the Final Vest, and such shares
shall be cancelled.
(c) Notwithstanding the provisions of sections
2(a) and 2(b), if (i) the Participant is a party to an Executive
Retention Employment Agreement with the Company ("Retention
Agreement") and has not waived his or her rights, either entirely
or in pertinent part, under such Retention Agreement, and (ii) the
Effective Date (as defined in the Retention Agreement as in effect
on the date hereof) has occurred and the Employment Period (as
defined in the Retention Agreement as in effect on the date hereof)
has commenced and has not terminated pursuant to section 3(b) of
the Retention Agreement (as in effect on the date hereof) then, so
long as the Participant is then employed by the Company or one of
its subsidiaries or affiliates, the Awarded Shares shall vest upon
a Change of Control (as defined in the Retention Agreement as in
effect on the date hereof), in lieu of the vesting schedule set
forth in this section 2. Notwithstanding the provisions
of sections 2(a) and 2(b), if the Participant is not a party to a
Retention Agreement, the rights of the Participant upon a Change of
Control (as defined in the Plan) shall be as set forth in section 9
of the Plan as in effect on the date hereof.
(d) If as a result of a Change of Control (as
defined in the Plan), the shares of Common Stock are exchanged for
or converted into a different form of equity security and/or the
right to receive other property (including cash), payment in
respect of the Restricted Stock shall, to the maximum extent
practicable, be made in the same form.
3.
Terms and Conditions - The Awarded Shares shall
be registered in the name of the Participant effective on the date
of grant. The Company will issue the Awarded Shares
either (i) in certificated form, subject to a restrictive legend
substantially in the form attached hereto as Exhibit "A" and stop
transfer instructions to its transfer agent, and will provide for
retention of custody of the Awarded Shares prior to vesting and/or
(ii) in non-certificated form, subject to restrictions and
instructions of like effect. Prior to vesting (and if
the Awarded Shares have not theretofore been forfeited in
accordance herewith), the Participant shall have the right to enjoy
all shareholder rights (including without limitation the right to
receive dividends (subject to forfeiture as more fully set forth
below) and to vote the Awarded Shares at all meetings of the
shareholders of the Company at which holders of Common Stock have
the right to vote), with the exception that:
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The Participant shall not be entitled to
delivery of unrestricted shares until vesting.
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The Participant may not sell, transfer,
pledge, exchange, hypothecate, or otherwise dispose of the Awarded
Shares prior to vesting.
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In addition to the provisions set forth in
section 4 hereof, a breach by the Participant of the terms and
conditions set forth in this Agreement shall result in the
immediate forfeiture of all then unvested Awarded Shares.
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Notwithstanding anything herein to the
contrary, if all or a portion of the Awarded Shares do not vest,
whether upon the termination of the Participant's employment with
the Company or a subsidiary or affiliate of the Company (including
any successors to the Company), or otherwise (including without
limitation if the Company fails to meet one or more Performance
Targets established as described in section 2(b) hereof), all
dividends paid to the Participant on Awarded Shares which have not
vested (and which shall not thereafter vest in accordance with
Section 4 hereof) shall be forfeited, and shall be repaid to the
Company within thirty (30) days after the date on which
Participant's obligation to repay such dividends
accrues. For purposes hereof, such obligation to repay
such dividends shall accrue (1) on such date as the Committee
establishes that a Performance Target has not been met, as to all
dividends paid on Awarded Shares which are forfeited due to failure
to meet such Performance Target; (2) on the date of termination of
employment, as to all dividends paid on Awarded Shares which are
forfeited upon such termination of employment; and (3) after
termination of employment if, prior to vesting of all or any
portion of the Awarded Shares, the Participant breaches any
provision hereof, including without limitation the provisions of
section 9 hereof, in which event the Participant shall immediately
forfeit all rights to the then-unvested Awarded Shares and any
dividends theretofore paid on such then-unvested Awarded
Shares.
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4. Vesting
Conditions – Except as otherwise set forth herein, the
Participant must remain in the continuous employment of the Company
or a subsidiary or affiliate of the Company (including any
successors to the Company) from the effective date of this
Agreement through the relevant vesting date (or dates) set forth in
(or determined in accordance with) section 2, above, in order for
the Awarded Shares to vest and in order to retain the dividends
paid prior to vesting with respect to such Awarded
Shares. Except as otherwise set forth herein or in the
Plan in connection with a Change of Control (as defined in a
Retention Agreement, if applicable, or in the Plan as in effect on
the date hereof), in the event that the Participant's employment
with the Company (or a subsidiary, affiliate or successor of the
Company) terminates for any reason prior to vesting, his or her
rights hereunder will be determined as follows:
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If the Participant's termination of employment
is due to resignation, discharge, or retirement prior to age 65
which does not meet the condition set forth in section 4(c), below,
all rights to Awarded Shares not theretofore vested (including
without limitation rights to dividends not theretofore paid and
rights to retain dividends on Awarded Shares which have not
theretofore vested, as more fully set forth in section 3(d) hereof)
under this Agreement shall be immediately f
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