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Exhibit
10.12
TECO ENERGY,
INC.
2004 EQUITY INCENTIVE
PLAN
Restricted Stock
Agreement
TECO Energy, Inc. (the
“Company ”) and ___________________________ (the
“Grantee ”) have entered into this Restricted
Stock Agreement (the “Agreement ”) dated
___________ under the Company's 2004 Equity Incentive Plan (the
“Plan ”). Capitalized terms not otherwise
defined herein have the meanings given to them in the
Plan.
1. Grant of Restricted
Stock . Pursuant to the Plan and subject to the terms and
conditions set forth in this Agreement, the Company hereby grants,
issues and delivers to the Grantee ____________ shares of its
Common Stock (the “Restricted Stock
”).
2. Restrictions on
Stock . Until the restrictions terminate under Section 3,
unless otherwise determined by the Committee:
(a) the Restricted Stock may
not be sold, assigned, pledged or transferred by the Grantee;
and
(b) all shares of Restricted
Stock will be forfeited and returned to the Company if the Grantee
ceases to be an employee of the Company or any business entity in
which the Company owns directly or indirectly 50% or more of the
total voting power or has a significant financial interest as
determined by the Committee (an “Affiliate
”).
3. Termination of
Restrictions . The restrictions on all shares of Restricted
Stock will terminate on the earliest to occur of the following
events:
(a) the Grantee’s
death;
(b) the termination of
Grantee’s employment with the Company or any Affiliate
because of a disability that would entitle the Grantee to benefits
under the long-term disability benefits program of the Company for
which the Grantee is eligible, as determined by the
Committee;
(c) the termination by the
Company or any Affiliate of Grantee’s employment other than
for Cause as determined by the Committee. “Cause” means
(i) willful and continued failure of the Grantee to
substantially perform his duties with the Company or such Affiliate
(other than by reason of physical or mental illness) after written
demand specifically identifying such failure is given to the
Grantee by the Company, or (ii) willful conduct by the Grantee
that is demonstrably and materially injurious to the Company. For
purposes of this subsection, “willful” conduct requires
an act, or failure to act, that is not in good faith and that is
without reasonable belief that the action or omission was in the
best interest of the Company or the Affiliate;
(d) upon a resignation of
employment in which the Committee determines in its sole discretion
that the removal of restrictions is appropriate;
(e) upon a Change in Control.
For purposes of this Agreement, a “Change in Control
” means a change in control of the Company of a nature that
would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”),
whether or not the Company is in fact required to comply therewith;
provided, that, without limitation, such a Change in Control shall
be deemed to have occurred if:
(1) any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange
Act), other than the Company, any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or
a corporation owned, directly or indirectly, by the shareholders of
the Company in substantially the same proportions as their
ownership of stock of the Company is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing 30% or more of
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