RESTRICTED STOCK UNIT AWARD AGREEMENT Non-transferable GRANT TO (“Grantee”) by Progress Energy, Inc. (the “Sponsor”) of ____________
Exhibit
10.1
Progress
Energy, Inc.
Non-transferable
GRANT
TO
_______________________
(“Grantee”)
by
Progress Energy, Inc. (the “Sponsor”) of ____________
Restricted
Stock Units (the “Units”) representing the right to earn, on a one-for-one
basis, shares of the Sponsor’s common stock (“Stock”), pursuant to and subject
to the provisions of the Progress Energy, Inc. Amended and Restated 2002 Equity
Incentive Plan (the “Plan”) and to the terms and conditions set forth on the
following pages of this award agreement (“Agreement”). Capitalized terms used
herein and not otherwise defined shall have the meanings assigned to such terms
in the Plan.
By
accepting this award, Grantee shall be deemed to have agreed to the terms and
conditions of this Agreement and the Plan. Unless vesting is accelerated as
provided in section 2 of the Terms and Conditions or otherwise in the discretion
of the Sponsor’s Committee on Organization and Compensation (“Committee”), the
Units shall vest in full (become non-forfeitable) in accordance with the
following schedule:
|
Continued
Employment after Grant Date
|
Percent
of Units Vested
|
|
|
3
years
|
33%
|
|
|
4
years
|
66%
|
|
|
5
years
|
100%
|
IN
WITNESS WHEREOF, Progress Energy, Inc. has caused this Agreement to be executed
as of the Grant Date, as indicated below.
PROGRESS
ENERGY, INC.
By:
_________________________________________
Grant
Date: __________________________________
TERMS
AND CONDITIONS
1.
Grant
of Units.
Each
Unit
represents the right to receive one share of the Sponsor’s Stock on the terms
set forth in this Agreement.
2.
Vesting
of Units.
The
Units have been credited to a bookkeeping account on behalf of Grantee. The
Units will vest and become non-forfeitable on the earliest to occur of the
following (the “Vesting Date”):
|
(a)
|
As
to the percentages of the Units specified on page 1 hereof, on the
respective dates specified on page 1
hereof;
|
|
(b)
|
As
to all of the Units, the termination of Grantee’s employment with the
Company due to death or disability at least one year following the
Grant
Date;
|
(c)
As to
all of the Units, the termination of Grantee’s employment with the Company due
to Divestiture;
|
(d)
|
As
to all of the Units, upon the occurrence of a Change in Control,
if
the
Units are not assumed by the surviving company or equitably converted
or
substituted;
|
|
(e)
|
As
to all of the Units, upon
termination of Grantee’s employment without Cause at any time after a
Change in Control;
or
|
|
(f)
|
Upon
Grantee’s Retirement, a prorata percentage of the then-unvested Units, if
any, will vest based upon the number of full months elapsed between
the
Grant Date and the date of Retirement, divided by
60.
|
If
Grantee’s employment terminates prior to the Vesting Date for any reason other
than as described in (b), (c) or (e) or (f) above, Grantee shall forfeit all
right, title and interest in and to the then unvested Units as of the date
of
such termination and the unvested Units will be reconveyed to the Sponsor
without further consideration or any act or action by Grantee.
3.
Conversion
to Stock.
Unless
the Units are forfeited prior to the Vesting Date as provided in Section 2
above, the Units will be converted to Shares on the later of (i) the Vesting
Date, or (ii) if required to comply with Code Section 409A and Treasury
regulations and guidance with respect to such law, the six-month anniversary
of
Grantee’s separation from service (the “Conversion Date”). Such Shares will be
registered on the books of the Sponsor in Grantee’s name as of the Conversion
Date and delivered to Grantee as soon as practical thereafter, in certificated
or uncertificated form, as the Participant shall direct.
4. Dividend
Equivalents.
If and
when cash dividends or other cash distributions are paid with respect to the
Stock while the Units are outstanding, the dollar amount of such dividends
or
distributions with respect to the number of Shares then underlying the Units
will be paid to Grantee at or about the same time that dividends are paid to
shareholders of the Sponsor.
5.
Rights
as Stockholder.
Except
for the right to receive Dividend Equivalents as provided in Section 4 above,
Grantee shall not have any rights as a stockholder of the Sponsor with respect
to the Units, including voting rights, until conversion of the Units to shares
of Stock. Upon conversion of the Units into shares of Stock, Grantee will obtain
full voting and other rights as a stockholder of the Sponsor.
6.
Restrictions
on Transfer.
The
Units may not be sold, transferred, exchanged, assigned, pledged, hypothecated
or otherwise encumbered to or in favor of any party other than the Company,
or
be subjected to any lien, obligation or liability of Grantee to any other party
other than the Company.
7.
No
Right of Continued Employment.
Nothing
in this Agreement shall interfere with or limit in any way the right of the
Company to terminate Grantee’s employment at any time, nor confer upon Grantee
any right to continue in the employ of the Company.
8.
Payment
of Taxes.
The
Company has the authority and the right to deduct or withhold, or require
Grantee to remit to the employer, an amount sufficient to satisfy federal,
state, and local taxes (including Grantee’s FICA obligation) required by law to
be withheld with respect to any taxable event arising as a result of the vesting
or settlement of the Units. The obligations of the Sponsor under this Agreement
will be conditional on such payment or arrangements, and the Sponsor, and,
where
applicable, its Affiliates will, to the extent permitted by law, have the right
to deduct any such taxes from any payment of any kind otherwise due to Grantee.
Grantee hereby authorizes the Company to instruct a third party broker or plan
administrator to sell Shares earned by Grantee upon settlement of the Units
in
an amount sufficient to satisfy the amount required to be withheld for tax
purposes, and to remit the cash proceeds from such sale to the Company.
9.
Amendment.
The
Committee may amend, modify or terminate this Agreement without approval of
Grantee; provided, however, that such amendment, modification or termination
shall not, without Grantee’s consent, reduce or diminish the value of this award
determined as if it had been fully vested (i.e., as if all restrictions on
the
Units hereunder had expired) on the date of such amendment or
termination.
10.
Plan
Controls.
The
terms contained in the Plan are incorporated into and made a part of this
Agreement and this Agreement shall be governed by and construed in accordance
with the Plan. In the event of any actual or alleged conflict between the
provisions of the Plan and the provisions of this Agreement, the provisions
of
the Plan shall be controlling and determinative.
11.
Successors.
This
Agreement shall be binding upon any successor of the Sponsor, in accordance
with
the terms of this Agreement and the Plan.
12.
Severability.
If any
one or more of the provisions contained in this Agreement is invalid, illegal
or
unenforceable, the other provisions of this Agreement will be construed and
enforced as if the invalid, illegal or unenforceable provision had never been
included.
13.
Notice.
Notices
and communications under this Agreement must be in writing and either personally
delivered or sent by registered or certified United States mail, return receipt
requested, postage prepaid. Notices to the Sponsor must be addressed
to:
Progress
Energy, Inc.
000
Xxxxx
Xxxxxxxxxx Xxxxxx
Xxxxxxx,
XX 00000
Attn:
General Counsel
or
any
other address designated by the Sponsor in a written notice to Grantee. Notices
to Grantee will be directed to the address of Grantee then currently on file
with the Sponsor, or at any other address given by Grantee in a written notice
to the Sponsor.
