FirstEnergy Corp.
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Executive and Directors Incentive Compensation Plan
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Restricted Stock Agreement
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Award No.: 15
Number of Shares Awarded: 100,000 shares
Date of Grant: November 22, 2000
This Restricted Stock Agreement ("Agreement") is entered into as of
November 22, 2000 between FirstEnergy Corp. ("FE") and H. Xxxxx Xxxx
("Recipient").
AWARD
On February 17, 1998, The Board of Directors ("Directors") of FE adopted
the FE Executive and Director Incentive Compensation Plan ("Plan"), which
was approved by the common stock shareholders on April 30, 1998, and became
effective May 1, 1998. As of the date of this Agreement, per the terms of
the Plan, FE grants to the Recipient the above number of restricted shares
of FE Common Stock ("Restricted Shares") per the terms and conditions of
Article 8 of the Plan.
GENERAL TERMS
This Agreement is subject to the following terms and conditions as outlined
in the Plan:
Restricted Period
1. Restricted Shares shall not be sold, transferred, pledged, or
assigned, until the earliest of:
a) 5:00 p.m. Akron Time on November 22, 2004;
b) The date of the Recipient's death;
c) The date that the Recipient's employment is terminated due to
Disability;
d) The date that a Change in Control occurs.
Registration and Certificate Legend
FE shall register a certificate(s) in the name of the Recipient for the
number of Restricted Shares specified above. Each certificate will bear
the following legend until the time that the restrictions lapse:
"The sale or transfer of the shares of stock represented
by this certificate, whether voluntary, involuntary, or
by operation of law, is subject to certain restrictions
on transfer set forth in the Executive and
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Director Incentive Compensation Plan of the FirstEnergy
Corp., in the rules and administrative procedures adopted
pursuant to such Plan, and in a Restricted Stock
Agreement dated November 22, 2000. A copy of the Plan,
such rules and procedures, and such Restricted Stock
Agreement may be obtained from the Corporate Secretary of
FirstEnergy Corp."
Forfeiture
Recipient shall forfeit the Restricted Shares upon the occurrence of the
following events:
o Termination of employment with FE or its subsidiaries for any reason
other than death, Disability, involuntary termination under conditions
in which the Recipient qualifies for and elects benefits under the XX
Xxxxxxxxx Benefits Plan, or unless the restrictions are waived or
modified in the sole discretion of the Committee.
o Any attempt to sell, transfer, pledge, or assign the Restricted Shares
in violation of the above.
Under the occurrence of any of the above, the Restricted Shares shall be
forfeited to FE and the Recipient's interest in the Restricted Shares,
including the right to vote and receive dividends, shall terminate
immediately.
Voting and Dividend Rights
Subject to the above restrictions, the Recipient shall be entitled to all
other rights of ownership, including, but not limited to, the right to vote
the Restricted Shares and to receive dividends. Dividends will be
automatically reinvested in restricted shares that are subject to the same
restrictions above.
Expiration of Restricted Period
Upon termination of the restricted period, Recipient shall be entitled to
have the legend removed from the certificate. FE's obligation to remove the
legend is subject to Recipient making the necessary arrangements with FE to
satisfy any withholding obligations.
Effect on the Employment Relationship
Nothing in this Agreement guarantees employment with FE, nor does it confer
any special rights or privileges to the Optionee as to the terms of
employment.
Adjustments
In the event of any merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend, stock split,
combination, distribution, or other change in corporate structure of FE
affecting the Common Stock, the Committee will adjust the number and class
of
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securities in this restricted stock grant in a manner determined
appropriate to prevent dilution or diminution of the stock grant under this
Agreement.
Administration
1. The administration of this Agreement and the Plan will be performed in
accordance with Article 3 of the Plan. All determinations and
decisions made by the Committee, the Board, or any delegate of the
Committee as to the provisions of the Plan shall be final, conclusive,
and binding on all persons.
2. The terms of this Agreement are governed at all times by the official
text of the Plan and in no way alter or modify the Plan.
3. If a term is capitalized but not defined in this Agreement, it has the
meaning given to it in the Plan.
4. To the extent a conflict exists between the terms of this Agreement and
the provisions of the Plan, the provisions of the Plan shall govern.
5. This Agreement is governed by the laws of the State of Ohio without
giving effect to the principles of the conflicts of laws.
FirstEnergy Corp.
By
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Corporate Secretary
I acknowledge receipt of this Restricted Stock Agreement and I accept
and agree with the terms and conditions stated above.
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(Signature of Recipient)
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(Date)
(This is HPB's 1st Restricted Stock Grant)
11/22/2000
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