Exhibit 10(u)
Form of
NON-QUALIFIED STOCK OPTION AGREEMENT
under the
FPL GROUP, INC. AMENDED AND RESTATED LONG-TERM INCENTIVE
PLAN
This Non-Qualified Stock Option Agreement
("Agreement"), between FPL Group, Inc. (hereinafter called the
"Company") and the optionee identified on Schedule 1 attached
hereto ("Optionee") is dated ______ ___, 20___.
1.
Grant of Option . In accordance with and subject
to the terms and conditions of (a) the FPL Group, Inc. Amended and
Restated Long Term Incentive Plan, as it may be amended from time
to time (the "Plan") and (b) this Agreement, the Company hereby
grants to the Optionee a nonqualified stock option (the "Option")
to purchase the number of shares (the "Shares") of its common
stock, par value $.01 per share ("Common Stock"), set forth on
Schedule 1, at the option exercise price per Share set forth in
Schedule 1. Capitalized terms not otherwise defined in
this Agreement shall have the meanings set forth in the Plan.
2.
Acceptance by Optionee . The exercise of the
Option or any portion thereof is conditioned upon acceptance by the
Optionee of the terms and conditions of this Agreement, as
evidenced by the Optionee's execution of Schedule 1 to this
Agreement and the delivery of an executed copy of Schedule 1 to the
Company.
3.
Vesting of Option . Subject to the terms and
provisions hereof, including Section 5 hereof, and the Plan, the
Option shall vest and the Optionee may exercise the Option in
accordance with the vesting schedule set forth in Schedule 1.
[for Messrs. Hay,
Robo, Bennett, Davidson, McGrath, Olivera, Pimentel, Poppell,
Rodriguez, Sieving and Stall] Notwithstanding the
foregoing, if (i) the Optionee 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
Optionee is then employed by the Company or one of its subsidiaries
or affiliates, the Option 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 Schedule
1.
[for Messrs.
Cutler and Davis] Notwithstanding the foregoing, 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 on the
date hereof., in lieu of the vesting schedule set forth in Schedule
1.
If as a result of the
Change of Control, the Common Stock is exchanged for or converted
into a different form of equity security and/or the right to
receive other property (including cash), the Option may be
exercised, to the maximum extent practicable, in the same form.
4.
Expiration of Option . The Option shall expire on
the date set forth in Schedule 1 (the "Expiration Date"), unless
terminated earlier as set forth in Section 5 below, and may not be
exercised after the earlier of (i) the Expiration Date and (ii) the
earlier termination date established in accordance with Section
5.
5.
Termination of Employment .
In the event that the
Optionee's employment with the Company (or a subsidiary, affiliate
or successor of the Company) terminates for any reason prior to the
date on which the Option has been fully exercised, the Optionee's
rights hereunder will be determined as follows:
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If the Optionee'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 5(c), below, all
rights to exercise the Option (or any portion thereof) which is not
then vested shall be immediately forfeited, and all rights to
exercise the vested portion of the Option shall expire on [for
Messrs. Hay, Robo, Bennett, Davidson, McGrath, Olivera, Pimentel,
Poppell, Rodriguez, Sieving and Stall] the Expiration Date
[for Messrs. Cutler and Davis] the earlier to occur of (i)
the Expiration Date and (ii) sixty (60) days after the date of
termination of employment.
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If the Optionee's termination of employment is
due to (i) total and permanent disability (as defined under the
Company's executive long-term disability plan), (ii) death or (iii)
retirement on or after age 65 not meeting the condition set forth
in section 5(c), below, a pro rata share of the then-unvested
portion of the Option shall vest on the date of termination, based
upon the number of completed days of service during the vesting
period, and the vested portion of the Option shall be exercisable
until [for Messrs. Hay, Robo, Bennett, Davidson, McGrath,
Olivera, Pimentel, Poppell, Rodriguez, Sieving and Stall] the
Expiration Date [for Messrs. Cutler and Davis] the earlier
to occur of (i) the Expiration Date and (ii) one (1) year after the
date of termination of employment. The portion of the
Option which does not so vest shall be forfeited effective on the
date of termination of employment.
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If the Optionee's termination of employment is
due to retirement on or after age 50, and if, but only if, such
retirement is evidenced by a writing which specifically
acknowledges that this provision shall apply to such retirement and
is executed by the Company's chief executive officer (or, if the
Optionee is an executive officer, by a member of the Committee or
the chief executive officer at the direction of the Committee,
other than with respect to himself), the then-unvested portion of
the Option shall vest on the date of termination and all
outstanding Options granted hereby shall be exercisable until
[for Messrs. Hay, Robo, Bennett, Davidson, McGrath, Olivera,
Pimentel, Poppell, Rodriguez, Sieving and Stall] the Expiration
Date [for Messrs. Cutler and Davis] the earlier to occur of
(i) the Expiration Date and (ii) one (1) year after the date of
termination of employment.
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If an Optionee's employment is terminated for
any reason other than as set forth in Sections 5(a), (b) and (c),
above, or if an ambiguity exists as to the interpretation of those
sections, the Committee shall determine whether the Optionee's
then-unvested Options shall be forfeited or whether the Optionee
shall be entitled to full vesting or to pro rata vesting based upon
days of service during the vesting period, and shall also determine
the period during which the Optionee may exercise any vested
portion of the Option.
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[the following applies only to Mr. Hay]
Notwithstanding the foregoing, if the Employment Period (as defined
in the Retention Agreement as in effect on the date hereof) is not
then in effect, and the Optionee terminates employment for Good
Reason (as defined in the Optionee's Employment Letter with the
Company (as in effect on the date hereof, the "Employment Letter")
or the Company terminates the Optionee's employment without Cause
(as defined in the Employment Letter), then the Optionee shall
continue to vest in any theretofore unvested Shares on the schedule
set forth in Schedule 1 attached hereto until the date which is two
years after the date on which the Optionee's employment is
terminated, and all vested Shares may be exercised until the
Expiration Date. Shares which are scheduled to vest
after the date which is two years after the date on which the
Optionee's employment is terminated shall be forfeited effective on
the date Optionee's employment is terminated.
6.
Procedure for Exercise . Subject to this
Agreement and the Plan, the Option may be exercised in whole or in
part by the transmittal of a written notice to the Company at its
principal place of business. Such notice shall specify
the number of Shares which the Optionee elects to purchase, shall
be signed by the Optionee and shall be acc
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