SOUTHERN COMPANY OMNIBUS INCENTIVE COMPENSATION PLAN
Exhibit 10(a)2
SOUTHERN COMPANY
OMNIBUS INCENTIVE COMPENSATION PLAN
Your Options are subject to the following terms and conditions:
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The vesting and term of any Options will change if you terminate employment, according to the following table:
Termination of Employment Event |
Impact |
Exercise Period for Vested Options (But in No Event Beyond the Original Option Term ) |
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Disability 1 |
Vest fully |
3 years |
Retirement 2 |
Vest fully |
5 years |
Death |
Vest fully |
3 years |
Any other type of termination not for cause3 |
Forfeited |
90 days |
Any termination for cause3/4 |
Forfeited |
Forfeited |
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1Disability means any physical or mental condition which would qualify you for a disability benefit under the long-term disability plan maintained by the Company and applicable to you, or if no such disability plan exists, as determined by the Committee.
2Retirement means any retirement under the Southern Company Pension Plan. If you die within the 5-year period for exercise after the date of your termination, your executor will have 3 years from the date of your death to exercise (subject to the expiration of the original 10-year term of the Option).
3Cause is determined by the Committee. |
4Any termination for cause includes any type of termination (including, but not limited to, a voluntary or involuntary resignation by you, a voluntary or involuntary termination by the Company, your termination with severance, your retirement, or your termination because of a disability) if such termination is related to cause.
Options that are not and do not become exercisable at the time of your termination of employment will, coincident therewith, terminate and be of no force or effect.
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Notwithstanding the above, if you are a designated “executive officer”, as that term is defined in Rule 3b-7 of the Securities Exchange Act of 1934, of Southern Company (but not of a Southern Company subsidiary) at the time of transfer (or, if your employment has terminated at the time of transfer, at the time of your termination), Options may be transferred to your immediate family (spouse, children, or grandchildren), a trust for the benefit of your immediate family, or a partnership or limited liability company whose only partners or members are you or your immediate family (any such recipient to be referred to as a “Transferee”), provided such transfer is one which is not treated as a taxable sale or exchange of the Option for federal income tax purposes. Subsequent transfer or assignment by a Transferee is prohibited and any such attempt will be disregarded as void. Please provide prior notice of any transfer to the Senior Vice President HR Services. Transfers incident to a divorce are not allowed.
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SOUTHERN COMPANY
OMNIBUS INCENTIVE COMPENSATION PLAN
Your Options are subject to the following terms and conditions:
1. |
|
2. |
|
3. |
|
4. |
|
5. |
|
6. |
7. |
The vesting and term of any Options will change if you terminate employment, according to the following table:
1 |
Termination of Employment Event |
Impact |
Exercise Period for Vested Options (But in No Event Beyond the Original Option Term ) |
|
|
|
Disability 1 |
Vest fully |
3 years |
Retirement 2 |
Vest fully |
5 years |
Death |
Vest fully |
3 years |
Any other type of termination not for cause3 |
Forfeited |
90 days |
Any termination for cause3/4 |
Forfeited |
Forfeited |
|
|
|
1Disability means any physical or mental condition which would qualify you for a disability benefit under the long-term disability plan maintained by the Company and applicable to you, or if no such disability plan exists, as determined by the Committee.
2Retirement means any retirement under the Southern Company Pension Plan. If you die within the 5-year period for exercise after the date of your termination, your executor will have 3 years from the date of your death to exercise (subject to the expiration of the original 10-year term of the Option).
3Cause is determined by the Committee. |
4Any termination for cause includes any type of termination (including, but not limited to, a voluntary or involuntary resignation by you, a voluntary or involuntary termination by the Company, your termination with severance, your retirement, or your termination because of a disability) if such termination is related to cause.
Options that are not and do not become exercisable at the time of your termination of employment will, coincident therewith, terminate and be of no force or effect.
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Notwithstanding the above and in the sole discretion of the Committee, Options may be transferred to a qualified revocable trust provided such transfer is one which is not treated as a taxable sale or exchange of the Options for federal income tax purposes. In order to obtain approval of a transfer, please submit your request to the Senior Vice President HR Services. If an approved transfer to a qualified revocable trust occurs, no subsequent transfer or assignment will be allowed and any such attempt will be disregarded as void. Transfers incident to a divorce are not allowed.
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