Exhibit 10(l)
FORM OF FPL GROUP, INC.
AMENDED AND RESTATED
LONG-TERM INCENTIVE PLAN
SHAREHOLDER VALUE
AWARD
AGREEMENT
AGREEMENT dated as of
, between FPL Group, Inc. (hereinafter called the "Company"), and
(hereinafter called
the "Participant").
1. Grant of Shareholder Value Award - The
Company hereby grants to the Participant a Shareholder Value Award,
which shall confer upon the Participant the rights set forth below
to receive
shares of Common Stock
("Shareholder Value Shares"). These Shareholder Value Shares shall
be credited to the Shareholder Value Share Account maintained on
behalf of the Participant under the Company's Amended and Restated
Long-Term Incentive Plan of, as amended from time to time (the
"Plan"). This Shareholder Value Award shall be deemed to have been
granted on
and shall have a term
ending on
(such period
hereinafter referred to as the "Performance Period").
2 . Rights to Payment of Shareholder Value
Award - Payment of this Shareholder Value Award shall be
conditioned upon achievement of the net income goals established by
the Company for the Participant in connection with the Annual
Incentive Awards for each of the three calendar years of the
Performance Period (the "Net Income Goals"). Subject to the
provisions of the Plan and the achievement of the Net Income Goals,
the Participant shall have the right to payment of an amount of
shares of Common Stock, which may not exceed 160% of the target
Shareholder Value Award. The Shareholder Value Award Pool is equal
to the sum of (A) all target Shareholder Value Awards for eligible
executive participants and (B) the product of (i) the Sharing
Percentage and (ii) the product of (a) the difference between the
three-year average annual total shareholder return ("TSR") of the
Company Common Stock and the median TSR of the Peer Group for the
three-year period, and (b) the market capitalization of the Company
at the beginning of the Performance Period. The Sharing Percentage
is .4 percent if the TSR of the Common Stock is at or above the TSR
for the median of the Peer Group and is .8 percent if the TSR of
the Common Stock is below the TSR for the median of the Peer Group.
The Individual Award Allocation Percentage is the percentage
derived by dividing the value of the Participant's Shareholder
Value Award at the time of grant by the sum of the values of
Shareholder Value Awards of all executive participants in the Plan
for the Performance Period. Total shareholder return or TSR means
the stock price appreciation or depreciation plus reinvested
dividends on Common Stock for the three calendar years of the
Performance Period. The Peer Group is the utility companies
comprising the Dow Jones & Company, Inc. Electric Utility
Standard & Poor's Electric Utility Companies Index operating
primarily within the United States which are publicly traded on a
nationally recognized United States exchange as of the final day of
the Performance Period. The maximum number of shares of Common
Stock which a Participant may receive in any year from this
Shareholder Value Award and all other stock-based awards which are
also subject to performance criteria is 100,000 shares. The
Compensation Committee of the Board or such other Board committee
designated to administer the Plan (the "Committee") has the
discretion to reduce the payout, but not to increase it.
3. Payment of Shareholder Value Award -
Payments made hereunder shall be made in such form as the Committee
may determine, including in cash, in shares of Common Stock, or a
combination of both. If payment of all or any portion of this
Shareholder Value Award is to be made in the form of cash, the
amount of such payment shall be determined by multiplying the
number of shares of Common Stock determined under Section 2 hereof
by the fair market value of a share of Common Stock as of the close
of business on the date of determination. For the purpose of this
Agreement, the date of determination shall be the date as of which
the Participant's right to a payment under this Shareholder Value
Award is determined by the Committee.
Payment of amounts due shall be made as soon as administratively
practicable following the end of the Performance Period and the
Committee's determination of the Participant's right to
payment.
4. Termination of Employment - In the event
the Participant terminates his employment with the Company during
the Performance Period, his right to a payment of the Shareholder
Value Award will be determined as follows:
-
If his termination of employment is due to resignation, discharge,
or early retirement at the Participant's request, all rights to a
payment under this Shareholder Value Award shall be forfeited.
-
If his termination of employment is due to retirement on or after
his normal retirement age (as defined under the provisions of the
FPL Group Employee Pension Plan), early retirement at the Company's
request, or total and permanent disability, he shall be entitled to
the amount of shares of Common Stock described in Section 2 hereof
prorated for the period of service during the Performance Period,
such proration to be based solely on the number of full years of
service completed during the Performance Period. Payment of this
Shareholder Value Award shall be made at the time and manner
specified in Section 3 hereof.
If the Participant's employment is terminated during the
Performance Period for any reason other than as set forth in
paragraphs (a) and (b) above, or if an ambiguity exists as to the
interpretation of those paragraphs, the Committee shall have the
right to determi
