RETENTION AGREEMENT
Exhibit
10(h)
THIS
RETENTION AGREEMENT, effective as of _________, is made and entered into between
PPL Corporation ("PPL") and ______________ (the "Executive").
WHEREAS,
PPL recognizes the need to develop and retain the Executive; and
WHEREAS,
PPL has determined that certain steps should be taken to encourage the Executive
to remain with PPL;
WHEREAS,
the Executive and PPL have entered into a Retention Agreement effective as
of
_______________ (the prior Retention Agreement), which the Executive and PPL
desire to terminate, in its entirety, effective as of the date hereof, and
in
lieu thereof, enter into this Retention Agreement;
NOW THEREFORE,
in consideration of the premises and the mutual covenants herein contained
and
intending to be legally bound, PPL and the Executive agree as
follows:
SECTION
1. DEFINITIONS.
The
following definitions are applicable to this Retention Agreement:
1.1
“Affiliated Company” or “Affiliated Companies”
means
any parent or majority or 50% owned subsidiaries of PPL (or companies, limited
liability companies or other legal entities under common control with PPL)
including entities that are members of the same controlled group of corporations
(within the meaning of Section 1563(a) of the Code) as PPL.
1.2
“Board”
means
the Board of Directors of PPL.
1.3
“Code”
means
the Internal Revenue Code of 1986, as may be amended from time to time.
1.4
“Committee”
means
two or more non-employee directors, unless otherwise determined by the Board,
who have been designated by the Board to act as the Committee and qualify as
non-employee directors under the Exchange Act.
1.5
“Common Stock”
means
the common stock of PPL.
1.6
“Disability”
or
“Disabled”
means
the inability of the Executive to perform each and every duty pertaining to
the
Executive's regular occupation by reason of any medically determinable physical
or mental impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not less than
six
months.
1.7
“Exchange Act”
means
the Securities Exchange Act of 1934, as amended from time to time. Reference
in
this Retention Agreement to any section of the Exchange Act shall be deemed
to
include any amendments or successor provisions to such section and any rules
promulgated thereunder.
1.8
“Fair Market Value”
means
the average of the high and low sale prices of the Common Stock as reflected
in
the New York Stock Exchange Composite Transactions on the date as of which
Fair
Market Value is being determined or, if no Common Stock is traded on the date
as
of which Fair Market Value is being determined, Fair Market Value shall be
the
average of the high and low sale prices of the Common Stock as reflected in
the
New York Stock Exchange Composite Transactions on the next preceding day on
which the Common Stock was traded.
1.9
"Person"
shall
have the meaning given in Section 3(a)(9) of the Exchange Act, as modified
and
used in Sections 13(d) and 14(d) thereof; provided, however, a Person shall
not
include (i) PPL or any of its subsidiaries, (ii) a trustee or other fiduciary
holding securities under an employee benefit plan of PPL or any of its
subsidiaries, (iii) an underwriter temporarily holding securities pursuant
to an
offering of such securities, or (iv) a corporation owned, directly or
indirectly, by the stockholders of PPL in substantially the same proportions
as
their ownership of stock of PPL.
1.10
“Termination for Cause”
means
the termination by PPL or an Affiliated Company of the Executive’s employment
due to the willful violation of any PPL or an Affiliated Company policy
(including PPL’s Standards of Conduct and Integrity or any successor thereto),
violation of any lawful direction of PPL or an Affiliated Company, gross
negligence in the performance of duties, or commission of a felony.
SECTION
2. RESTRICTED STOCK AWARDS
2.1
In order
to induce the Executive to remain in the employ of PPL or an Affiliated Company,
the Committee has authorized an award under Section 11 of the PPL Corporation
Incentive Compensation Plan [for Key Employees] (the “Award”) to the Executive
of _0,000 shares of Common Stock (“Shares”) with a restriction period that will
lapse, unless the restrictions lapse sooner or later pursuant to Section 2.2
or
2.3 of this Retention Agreement, on [_date______] (the “Lapse Date”), provided
the Executive has remained in continuous employment with PPL or an Affiliated
Company until such date. Such Award shall constitute a "retention agreement
amount" in the Executive's Severance Agreement concerning change in
control.
2.2
In the
event of the Executive's death or Disability while in the employ of PPL or
an
Affiliated Company prior to the Lapse Date, the Award will be prorated by
multiplying the amount of shares that would have been free of restriction at
the
Lapse Date by a fraction, the numerator of which will be the years of actual
service of the Executive from the date of the Award up to the date of death
or
Disability, and the denominator of which will be the number of years of service
the Executive would have had if the Executive had maintained active employment
from the date of the Award until the Lapse Date.
2.3
The restrictions on the Award shall lapse and the Shares underlying the Award
will become nonforfeitable if PPL has a "Change in Control," as defined in
the
Executive's Severance Agreement concerning change in control, and, on or
subsequent to such "Change in Control," the Executive's employment is terminated
involuntarily but not as a Termination for Cause.
2.4 As
a
condition of receiving the Award, the Executive shall agree in writing to notify
PPL within 30 days of the date of execution of this Retention Agreement whether
the Executive has made an election under Section 83(b) of the Code to report
the
value of the Shares as income on the date of the grant. An Award of Shares
shall
be restricted as provided herein. The Shares shall be issued without the payment
of consideration by the Executive. The certificates for the Shares shall be
issued in the name of the Executive to whom the Award is made, shall be retained
by PPL on behalf of the Executive (together with a stock power endorsed in
blank) and shall bear a restrictive legend prohibiting the sale, transfer,
pledge or hypothecation of the Shares until the Lapse Date. The Committee may
also impose such other restrictions and conditions on the Shares as it deems
appropriate.
On
the
Lapse Date, if all conditions in this Retention Agreement have been met, all
restrictions on the Award will expire and new certificates representing the
Shares will be issued without the restrictive legend described in Section 5.11.
As a condition precedent to the receipt of these new certificates, the Executive
(or the Executive's designated beneficiary or personal representative) will
agree to make payment to PPL or an Affiliated Company of the amount of any
federal, state or local taxes, payable by the Executive, which are required
to
be withheld by PPL or an Affiliated Company with respect to the
Award.
SECTION
3. FORFEITURE
OF AWARD
3.1
The
Executive shall forfeit all rights to the Award if the Executive retires or
resigns employment with PPL or an Affiliated Company prior to the Lapse Date,
unless, in the case of a resignation, the Executive resigns to immediately
assume, and does assume, another position with PPL or an Affiliated Company.
3.2
If the
Executive's employment ends as a result of a Termination for Cause, the
Executive shall forfeit all rights to the Award.
3.3
Any
Shares which are forfeited hereunder will be transferred to PPL.
SECTION
4. MISCELLANEOUS PROVISIONS.
4.1
Nontransferability.
No
benefit or right provided under this Retention Agreement shall be subject to
alienation or assignment by an Executive (or by any person entitled to such
benefit pursuant to the terms of the Retention Agreement) or subject to
attachment or other legal process of whatever nature. Any attempted alienation,
assignment or attachment shall be void and of no effect. Payment shall be made
only to the Executive entitled to receive the same or to the Executive's
authorized legal representative. PPL and all Affiliated Companies will observe
the terms of this Retention Agreement unless and until ordered to do otherwise
by a state or federal court. As a condition of participation, each Executive
agrees to hold PPL and all Affiliated Companies harmless from any claim that
arises out of PPL's or an Affiliated Company's obeying any such order whether
such order affects a judgment of such court or is issued to enforce a judgment
or order of another court.
4.2
No Employment Right.
Neither
this Retention Agreement nor any action taken hereunder shall be construed
as
giving any right to be retained as an employee of PPL or any Affiliated
Company.
4.3 Tax
Withholding.
PPL may
require, as a condition of delivery of the Award, that the Executive remit
an
amount sufficient to satisfy all federal, state and local tax withholding
requirements related thereto. In addition, PPL may deduct from any salary or
other payment due to such Executive, an amount sufficient to satisfy all
federal, state and local tax withholding requirements related to the Award.
Without limiting the generality of the foregoing, the Executive may elect to
satisfy all or part of the foregoing withholding requirements by delivery of
unrestricted shares of Common Stock owned by the Executive for at least six
months (or such other period as PPL may determine), having a Fair Market Value
(determined as of the date of such delivery by Executive) equal to all or part
of the amounts to be so withheld. As a condition of accepting such delivery,
PPL
may require the Executive to furnish an opinion of counsel acceptable to PPL
to
the effect that such delivery will not result in the Executive incurring any
liability under Section 16(b) of the Exchange Act. Alternatively, PPL may permit
any such delivery to be made by withholding certain shares of the Award from
the
shares otherwise issuable pursuant to the Award giving rise to the tax
withholding obligation (in which event the shares shall be valued at their
Fair
Market Value on the date when the withholding taxes are otherwise
due).
4.4 Government
and Other Regulations.
The
obligation of PPL to make payment for the Award shall be subject to all
applicable laws, rules and regulations, and to such approvals by any government
agencies.
4.5
Changes in Capital Structure.
In the
event of any change in the outstanding shares of Common Stock by reason of
any
stock dividend or split, recapitalization, combination or exchange of shares
or
other similar changes in the Common Stock, appropriate adjustments shall be
made
to the number and/or kind of shares awarded under the Award, as may be
determined by the Committee in its sole discretion. Such adjustments shall
be
conclusive and binding for all purposes. Additional Shares issued to the
Executive as the result of any such change shall bear the same restrictions
as
the shares of Common Stock to which they relate. Without limiting the generality
of the foregoing, in connection with a change in capital structure, the
Committee may provide, in its sole discretion, for the cancellation of any
outstanding Awards in exchange for payment in cash or other property of the
Fair
Market Value (on the date of such exchange) of the Shares covered by such
Awards.
4.6 Company
Successors.
In the
event PPL becomes a party to a merger, consolidation, sale of substantially
all
of its assets or any other corporate reorganization in which PPL will not be
the
surviving corporation or in which the holders of the Common Stock will receive
securities of another corporation, then such other corporation shall assume
the
rights and obligations of PPL under this Retention Agreement.
4.7
Governing Law.
All
matters relating to this Retention Agreement and to the Award granted hereunder
shall be governed by the laws of the Commonwealth of Pennsylvania without regard
to its conflict of laws principles.
4.8 Relationship
to Other Benefits.
The
Award shall not be taken into account in determining any benefits under any
pension, retirement, profit sharing, disability or group insurance plan of
PPL
or any Affiliated Company except as may be required by federal tax law and
regulation or to meet other applicable legal requirements.
4.9
Dividends and Voting Rights.
Subject
to the restrictions set forth in this Retention Agreement, the Executive shall
possess all incidents of ownership of the Shares granted hereunder, including
the right to receive dividends with respect to such Shares and the right to
vote
such Shares.
4.10
Administration.
The
Committee shall have final authority to interpret and construe this Retention
Agreement and to make any and all determinations thereunder, and its decision
shall be binding and conclusive upon the Executive and his legal representative
in respect of any questions arising under this Retention Agreement. The
Committee shall have the authority to delegate any and all of its authority
under this Retention Agreement to any employee or group of employees of PPL
or
an Affiliated Company.
4.11
Certificate; Restrictive Legend.
The
Executive agrees that any certificate issued for Shares prior to the lapse
of
any outstanding restrictions relating thereto shall be inscribed with the
following legend:
This
certificate and the shares of stock represented hereby are subject to the terms
and conditions, including forfeiture provisions and restrictions against
transfer (the "Restrictions"), contained in the Retention Agreement entered
into
between the registered owner and PPL. Any attempt to dispose of these shares
in
contravention of the Restrictions, including by way of sale, assignment,
transfer, pledge, hypothecation or otherwise, shall be null and void and without
effect.
4.12
Entire Agreement.
[The
prior Retention Agreement effective as of __________________ is hereby
terminated and void.] This Retention Agreement contains the entire agreement
and
understanding of the parties hereto with respect to the subject matter contained
herein and therein and supersedes all prior communications, representations
and
negotiations in respect thereto.
4.13
Titles and Headings.
The
titles and headings of the sections in this Retention Agreement are for
convenience of reference only, and in the event of any conflict, the text of
the
Retention Agreement, rather than such titles or headings, shall
control.
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PPL
CORPORATION
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By:
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__________________________________
Xxxxx
X. Xxxxxx
Chairman/President
and CEO
|
__________________________________
Date
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__________________________________
Executive
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__________________________________
Date
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Individual
Information for Named Executive
Officers under Retention Agreements
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Named
Executive Officer
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Retention
Share Amount
|
Restriction
Lapse Date
|
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Xxxxx
X. Xxxxxx
|
60,000
Shares
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October
1, 2008
|
|
Xxxx
X. Xxxxxxxxx
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60,000
Shares
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May
23, 2018
|
|
Xxxxx
X. Xxxxxxx
|
52,500
Shares
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January
28, 2008
|
|
Xxxx
X. Xxxx
|
40,000
Shares
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April
27, 2027
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