Exhibit 10.2
TECO ENERGY, INC.
2004 EQUITY INCENTIVE
PLAN
Restricted Stock
Agreement
TECO Energy, Inc. (the “
Company ”) and
(the “ Grantee ”) have entered into this
Restricted Stock Agreement (the “ Agreement ”)
dated April 29, 2009 under the Company’s 2004 Equity
Incentive Plan (the “ Plan ”). Capitalized terms
not otherwise defined herein have the meanings given to them in the
Plan.
1. Grant of Restricted Stock
. Pursuant to the Plan and subject to the terms and conditions set
forth in this Agreement, the Company hereby grants, issues and
delivers to the Grantee
shares of its Common Stock (the “ Restricted Stock
”).
2. Restrictions on Stock .
Until the restrictions terminate under Section 3, unless
otherwise determined by the Committee:
(a) the Restricted Stock may not be
sold, assigned, pledged or transferred by the Grantee;
and
(b) all shares of Restricted Stock
will be forfeited and returned to the Company if the Grantee ceases
to be an employee of the Company or any business entity in which
the Company owns directly or indirectly 50% or more of the total
voting power or has a significant financial interest as determined
by the Committee (an “ Affiliate ”).
3. Termination of
Restrictions . The restrictions on all shares of Restricted
Stock will terminate on the earliest to occur of the following
events:
(a) the third anniversary of the
date of this Agreement;
(b) the termination of
Grantee’s employment with the Company or any Affiliate
because of a disability that would entitle the Grantee to benefits
under the long-term disability benefits program of the Company for
which the Grantee is eligible, as determined by the
Committee;
(c) the termination by the Company
or any Affiliate of Grantee’s employment other than for
Cause. “ Cause ” means (i) the willful and
continued failure by Grantee to substantially perform
Grantee’s duties with the Company (other than any such
failure resulting from Grantee’s incapacity due to physical
or mental illness or any such actual or anticipated failure after
the issuance of a Notice of Termination by Grantee for Good Reason,
each as defined in Section 3(f)) after a written demand for
substantial performance is delivered to Grantee by the Board, which
demand specifically identifies the manner in which the Board
believes that Grantee has not substantially performed
Grantee’s duties, or (ii) the willful engaging by
Grantee in conduct which is demonstrably and materially injurious
to the Company, monetarily or otherwise. For purposes of this
Subsection, no act, or failure to act, on Grantee’s part
shall be deemed “willful” unless done, or omitted to be
done, by Grantee not in good faith and without reasonable belief
that Grantee’s action or omission
was in the best interest of the Company.
Notwithstanding the foregoing, Grantee shall not be deemed to have
been terminated for Cause unless and until there shall have been
delivered to Grantee a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters (
3
/ 4 ) of
the entire membership of the Board at a meeting of the Board called
and held for such purpose (after reasonable notice to Grantee and
an opportunity for Grantee, together with Grantee’s counsel,
to be heard before the Board), finding that in the good faith
opinion of the Board Grantee were guilty of conduct set forth above
in this Subsection and specifying the particulars thereof in
detail;
(d) upon a resignation of employment
in which the Committee determines in its sole discretion that the
removal of restrictions is appropriate;
(e) the Grantee’s death;
or
(f) the termination of
Grantee’s employment other than by the Company for Cause or
by Grantee without Good Reason within 24 months following a Change
in Control, or prior to a Change in Control under circumstances
described in the next sentence. For purposes of this Agreement,
Grantee’s employment shall be deemed to have been terminated
following a Change in Control of the Company by the Company without
Cause or by Grantee with Good Reason, if (i) Grantee’s
employment is terminated by the Company without Cause prior to a
Change in Control of the Company (whether or not such a Change in
Control ever occurs) and such termination was at the request or
direction of a “person” (as defined in Section 4)
who has entered into an agreement with the Company the consummation
of which would constitute a Change in Control of the Company,
(ii) Grantee terminates Grantee’s employment for Good
Reason prior to a Change in Control of the Company (whether or not
such a Change in Control ever occurs) and the circumstance or event
which constitutes Good Reason occurs at the request or direction of
such person, or (iii) Grantee’s employment is terminated
by the Company without Cause or by Grantee for Good Reason and such
termination or the circumstance or event which constitutes Good
Reason is otherwise in connection with or in anticipation of a
Change in Control of the Company (whether or not such a Change in
Control ever occurs).
(i) A “ Change in
Control ” means a Change in Control of the Company of a
nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A promulgated under
the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), whether or not the Company is in fact
required to comply therewith; provided, that, without limitation,
such a Change in Control shall be deemed to have occurred
if:
(a) any “person” (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act),
other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or a
corporation owned, directly or indirectly, by the shareholders of
the Company in substantially the same proportions as their
ownership of stock of the Company, is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the
Company’s then outstanding securities;
2
(b) the following individuals cease
to constitute a majority of the number of directors then serving:
individuals who on the date hereof constitute the Board and any new
director (other than a director whose initial assumption of office
is in connection with an actual or threatened election contest,
including but not limited to a consent solicitation, relating to
the election of directors of the Company) whose election by the
Board or nomination for election by the shareholders of the Company
was approved by a vote of at least two-thirds (
2
/ 3 ) of
the directors then still in office who either were directors on the
date hereof or whose election or nomination for election was
previously so approved, cease for any reason to constitute a
majority thereof;
(c) there is consummated a merger or
consolidation of the Company or any direct or indirect subsidiary
of the Company with any other corporation, other than (i) a
merger or consolidation resulting in the voting securities of the
Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) a
