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Exhibit 10
FORM OF FPL GROUP, INC.
AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK AWARD
AGREEMENT
AGREEMENT, dated as of _____________, ____ between FPL Group, Inc.
(hereinafter called the "Company") and __________________
(hereinafter called the "Participant");
1. Grant of Restricted Stock Award - The Company
hereby grants to the Participant a Restricted Stock Award of
_____ shares of Common Stock ("Restricted Stock"), which
shares shall be subject to the restrictions noted in Sections 2 and
3, below. The Restricted Stock Award shall be deemed to have been
granted on ___________________.
2. Issuance of Shares - Restrictions and
Limitations - Subject to the limitations and other terms and
conditions set forth in this Agreement and the Company's Amended
and Restated Long Term Incentive Plan, as amended from time to time
(the "Plan"), the Company shall issue to the Participant shares of
Common Stock in accordance with the schedule set forth below. With
respect to any share of Restricted Stock, the period between the
date of grant and the corresponding date of delivery below shall be
referred to as the "Restriction Period".
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_______ shares on ____________________
3. Terms and Conditions - The Restricted
Stock awarded pursuant to this Agreement shall be represented by
shares of Common Stock registered in the name of the Participant.
The Participant shall have the right to enjoy all shareholder
rights during the Restriction Period with the exception that:
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(a) The Participant shall not be entitled to delivery of
unrestricted shares until the Restriction Period shall have
expired.
(b) The Company will issue the Restricted Stock either
(i) in certificated form, subject to a restrictive legend
substantially in the form attached hereto as Exhibit "A" and stop
transfer instructions to its transfer agent, and will provide for
retention of custody of the Restricted Stock during the Restriction
Period and/or (ii) in non-certificated form, subject to
restrictions and instructions of like effect.
(c) The Participant may not sell, transfer, pledge,
exchange, hypothecate, or otherwise dispose of the Restricted Stock
during the Restriction Period.
(d) A breach of the terms and conditions contained
herein shall cause forfeiture of the Award.
(e) (e) Any cash dividends declared on the Restricted
Stock will be paid to the Participant on the dividend payment
date.
4. Termination of Employment - In the event that
the Participant terminates employment during the Restriction
Period, his or her rights to delivery of shares under this Award
will be determined as follows:
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(a) If his or her termination of employment is due to
resignation or discharge, or early retirement at the Participant's
request, all rights to payment under this Award shall be forfeited,
and
(b) If his or her termination of employment is due to
retirement on or after his or her normal retirement age (as defined
under the terms of the FPL Group Employee Pension Plan), early
retirement at the Company's request, total and permanent
disability, or death he or she shall be entitled to a pro rata
share of the Award based upon years of service during the
Restriction Period. The appropriate number of shares will be
delivered as soon as practicable following a termination of
employment under this paragraph (b).
If a Participant's employment is terminated during the Restriction
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 Compensation Committee of the Board, or such
other committee designated to administer the Plan ("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 years of service during the
Restriction Period.
5. Income Taxes - The Participant agrees to
notify the Company immediately of any election made with respect to
this Restricted Stock Agreement under Section 83(b) of the Internal
Revenue Code of 1986, as amended. Upon delivery of unrestricted
Shares to a Participant in connection with the lapse of forfeiture
restrictions on all or a portion of an Award of Restricted Stock,
the Company shall be authorized to withhold from any such
distribution, 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.
6. Designation of Beneficiary - The Participant
may designate a beneficiary or beneficiaries (which may be an
entity other than a natural person) to receive shares in respect of
the Restricted Stock, or any portion thereof under Section 4 of
this Agreement upon the Participant's death. At any time, and from
time to time, any such designation may be changed or canceled by
the Participant without the consent of any beneficiary. Any such
designation, change or cancellation must be by written notice filed
with t
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