Exhibit
10(ss)
PERFORMANCE UNIT AGREEMENT
PERFORMANCE
UNIT AGREEMENT (the “ Agreement
”) dated as of the Date of Grant set forth in the Notice
of Grant (as defined below), by and between PPL Corporation, a
Pennsylvania corporation (the “ Company
”), and the participant whose name appears on the Notice
of Grant (the “ Participant
”).
1.
Grant of Stock
Based Award . Subject
to the terms and conditions of this Agreement (including
vesting conditions):
(a) The
Company hereby evidences and confirms its grant to the
Participant, effective as of the Date of Grant, of the number
of stock based units contingent upon Company financial
performance (the “ Performance
Units ”) specified in the Notice of Grant
attached hereto as Exhibit A
and made a part hereof (“ Notice of
Grant ”).
(b) (i) If
on any date, while the Performance Units are outstanding
hereunder the Company shall pay any cash dividend on its
shares of Common Stock, the Participant shall be granted, as
of the applicable dividend payment date, a “ Cash Dividend
Equivalent Award ” which shall represent a future
right to a cash payment equal to the product of ( x ) the
number of "Total Performance Units" (as defined below) held by
the Participant hereunder as of the related dividend record
date, multiplied by ( y ) the
amount of such cash dividend per share of Common Stock,
rounded down to the nearest whole cent.
(ii) If
on any date while the Performance Units are outstanding
hereunder the Company shall pay any dividend on its shares of
Common Stock in the form of shares of Common Stock, the
Participant shall be granted, as of the applicable dividend
payment date, right to a future number of shares of Common
Stock, equal to the product of ( x ) the
number of Total Performance Units held by the Participant
hereunder as of the related dividend record date, multiplied
by ( y ) the
number of shares of Common Stock (including any fraction
thereof) payable as a dividend on one share of Common Stock,
rounded down to the nearest whole Unit.
(iii) At
any point in time, the total of all Performance Units, Cash
Dividend Equivalent Awards, and rights to the stock dividends,
if any, referred to in Section 1(b)(ii) above, shall be
defined as "Total Performance Units."
(c) This
Agreement and the Total Performance Units granted hereunder
are subject to all of the terms and conditions of the PPL
Corporation Incentive Compensation Plan or the PPL Incentive
Compensation Plan for Key Employees, whichever may apply (the
“ Plan
”), which are incorporated by reference
herein. If there is any inconsistency between the
terms hereof and the terms of the Plan, the terms of the Plan
shall govern. Any capitalized terms used herein
without definition shall have the meanings set forth in the
Plan. The Total Performance Units shall be
considered “Other Stock-Based Awards” under the
Plan.
2.
Vesting of Total
Performance Units.
(a) Vesting.
(i) Except
as otherwise provided in Section 2(b) or Section 2(c),
subject to the achievement of the performance goals (the
“ Goals
”) established by the Committee, or the CLC if
applicable, for the
performance period (the “ Performance
Period ”) set forth in the Notice of Grant, and
to the continued employment of the Participant through the
conclusion of the Performance Period the Total Performance
Units will become vested based on the extent to which the
Goals are satisfied at the conclusion of the Performance
Period, as and to the extent set forth in the Notice of Grant
(the percentage of the Total Performance Units which so vest
being referred to as the “ Vesting
Percentage ”).
(ii) Promptly
after the conclusion of the Performance Period, the Committee,
or CLC if applicable, will determine whether the Goals have
been satisfied, and will certify in writing as to whether such
Goals were in fact satisfied. Based on the
Committee’s (or CLC's) determination and certification,
(A) the Total Performance Units will vest as and to the extent
set forth in the Notice of Grant, and (B) all Performance
Units, Cash Dividend Equivalent Awards, and rights to stock
dividends referred to in Section 1(b)(ii), if any, that do not
vest in accordance with the foregoing shall be immediately
forfeited and cancelled by the Company without any
consideration.
(b)
Termination of
Employment .
(i)
General
. Except as provided in Section 2(b)(ii) below, in
the event of the Participant’s termination of employment
with the Company and its Affiliated Companies for any reason
prior to the conclusion of the Performance Period, the
Participant's Total Performance Units shall be immediately
forfeited and cancelled by the Company without
consideration.
(ii)
Death,
Disability, Retirement .
(A) In
the event of the Participant’s termination of employment
with the Company and its Affiliated Companies due to death,
Disability or Retirement (each as defined below) prior to the
conclusion of the Performance Period, the Total Performance
Units shall remain outstanding and eligible for vesting
through the conclusion of the Performance Period (or, if
applicable, an earlier Change in Control (as defined below))
as described in Section 2(a) above; provided
, that, in such event, only a pro rata portion (as described
below in this Section 2(b)(ii)(B)) of the Total Performance
Units shall be eligible to become vested, and, to the extent
so vested, shall be settled and paid as provided in Section 3;
and
(B) Subject
to Section 2(c) below (in the event of a Change in Control
following termination of employment due to death, Disability
or Retirement and prior to the conclusion of the Performance
Period), such pro rata portion shall be determined by
multiplying the number of Total Performance Units that would
have vested had the Participant’s employment continued
through the conclusion of the Performance Period, subject to
actual achievement of the Goals, multiplied by a fraction, the
numerator of which is the number of pay periods elapsed from
the commencement of the Performance Period through the date of
the Participant’s termination of employment, and the
denominator of which is the number of pay periods in the
Performance Period; and
(C) Upon
the determination of the number of Total Performance Units
pursuant to Section 2(b)(ii) that shall vest, all remaining
unvested Total Performance Units shall be immediately
forfeited and cancelled by the Company without
consideration.
(D) “
Disability
” for these purposes means termination of the
Participant’s employment with the Company and the
Participant’s receipt of benefits under the PPL Long
Term Disability Plan for three months (by reason of a
medically determinable physical or mental impairment that can
be expected to result in death or can be expected to be
continuous for a period of not less than 12
months).
(E) “
Retirement
” for these purposes means termination of the
Participant’s employment with the Company and the
Participant’s election for monthly retirement benefits
to commence immediately under the PPL Retirement Plan,
or, if the Participant is not a participant in the PPL
Retirement Plan, the Participant elects or is eligible
for immediate commencement of benefits under any other defined
benefit pension plan, whether or not tax qualified (such as
the PPL SERP).
(c)
Change in
Control . Notwithstanding the foregoing, in the event of a
Change in Control (as defined in the Plan) prior to the conclusion
of the Performance Period while a Participant remains employed with
the Company and its Affiliated Companies (or following termination
of employment due to death, Disability or Retirement), (
x
) the
