Exhibit 10(i)
FORM OF FPL GROUP,
INC.
AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
PERFORMANCE SHARE AWARD
AGREEMENT
AGREEMENT dated as of ____________________ , between FPL
Group, Inc. (hereinafter called the "Company"), and
____________________ (hereinafter called the
"Participant").
1. Grant of Performance Award - The
Company hereby grants to the Participant a Performance Award
("Award") which shall confer upon the Participant the rights set
forth below to receive
shares of Common Stock
("Performance Shares"). These Performance Shares shall be credited
to the Performance Share Account maintained on behalf of the
Participant under the Company's Amended and Restated Long Term
Incentive Plan, as amended from time to time (the "Plan"). This
Award shall be deemed to have been granted on January 1,
_____ and shall have a term ending on December 31, [two
years later] (such period hereinafter referred to as the "Award
Term").
2. Rights to Payment of Performance
Award - Payment of the Performance Award shall be conditioned
upon the achievement of annual corporate and business unit
indicators established by the Company for the Participant under the
FPL Group, Inc. Annual Incentive Plan for each of the three
calendar years of the Award Term. Subject to the provisions of the
Plan, the Participant shall have the right to payment of that
percentage, which may not exceed 160%, of this Award which is equal
to the average of the Participant's percentage achievement under
the Annual Incentive Plan for each year encompassed by the Award
Term. In addition, the maximum number of shares of Common Stock
which a Participant may receive in any year from this Award and all
other stock-based Awards which are also subject to performance
criteria is 250,000 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 Award - Payments made
hereunder shall be payable in shares of Common Stock, and the
Company shall be authorized to withhold from any distribution of
Shares, in order to meet the Company's obligations for the payment
of withholding taxes, Shares with a Fair Market Value equal to the
minimum statutory withholding for taxes (including federal and
state income taxes and payroll taxes applicable to the supplemental
taxable income relating to such distribution) and any other tax
liabilities for which the Company has an obligation relating to
such distribution. For the purpose of this Agreement, the date of
determination of Fair Market Value shall be the date as of which
the Participant's rights to payments under this Award are
determined by the Committee.
Payment of amounts due shall be made as soon as administratively
practicable following the Committee's determination of the
Participant's rights to payments, or at such earlier time as the
Committee may determine appropriate.
4. Termination of Employment - In
the event the Participant terminates his employment with the
Company during the Award Term, his rights to payment of the Award
will be determined as follows:
(a) If his termination of employment is due
to resignation, discharge, or early retirement at the Participant's
request, all rights to payments under this Award shall be
forfeited.
(b) 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 that number of Performance
Shares which is equal to the number of Performance Shares granted
under this Agreement, prorated for the period of service during the
Award Term, and his rights to payments under Section 2 hereof shall
be based solely on the number of full years of service completed
during the Award Term. Payment of Awards shall be made at the time
and manner specified in Section 3 hereof.
If a Participant's employment is terminated during the Award Term
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 determine whether
the Participant's Award shall be forfeited or whether the
Participant shall be entitled to a pro rata payment based upon full
years of service completed during the Award Term.
5. Adjustments - In the event of any
change in the outstanding shares of Common Stock by reason of any
stock dividend or split, recapitalization, reclassification,
merger, consolidation, combination or exchange of shares or similar
corporate change, then the number and price of Performance Shares
then held in the Participant's Performance Share Account and the
number of Performance Shares that may be granted under the P
