Exhibit 10(a)1
SOUTHERN COMPANY
OMNIBUS INCENTIVE COMPENSATION PLAN
FORM AWARD AGREEMENT
Your Options are subject to the following terms and conditions:
1. Grant: The Southern Company (the "Company") Compensation and Management
Succession Committee (the "Committee") has granted you nonqualified
stock options (the "Options") to purchase shares of Southern Company
common stock ("Common Stock"). This award is governed by the Southern
Company Omnibus Incentive Compensation Plan, as amended from time to
time (the "Plan").
2. Terms: Terms used in this Award Agreement that are defined in the Plan
will have the meanings ascribed to them in the Plan. If there is any
inconsistency between the terms of this Award Agreement and the terms
of the Plan, the Plan's terms will supersede and replace the
conflicting terms of this Award Agreement.
3. Grant Date, Number of Shares and Xxxxx Xxxxx: The Xxxxx Date of your
Options, number of shares granted to you under your Options and the
Xxxxx Xxxxx are set forth on the UBS Financial Services Inc. website at
xxxxx://xxxxxxxxx.xxx.xxx/xx.
4. Option Term: The Options have been granted for a period of ten (10)
years from the Grant Date (the "Option Term").
5. Vesting and Exercise: Options do not provide you with any rights or
interests until they vest (become exercisable). One-third of the shares
granted under the Options shall vest on each one year anniversary of
the Grant Date.
6. How to Exercise: You may exercise an Option by entering and executing
an exercise order with UBS Financial Services Inc. and obtaining an
exercise confirmation. UBS Financial Services Inc. may be reached by
telephone at 000-000-0000 or 1-866-4SO-OPTION (0-000-000-0000) or on
the UBS Financial Services Inc. website at
xxxxx://xxxxxxxxx.xxx.xxx/xx. Payment for shares you elect to purchase
may be made in cash or in any other form of payment allowed by the
Company. Should you decide to purchase Common Stock pursuant to the
exercise of an Option with previously purchased Common Stock (if
allowed), any such Common Stock used as payment will be valued at its
Fair Market Value as of the date of exercise of the Option.
7. Impact of Termination of Employment
The vesting and term of any Options will change if you terminate
employment, according to the following table:
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Impact Exercise Period for Vested Options
on Unvested (But in No Event Beyond the
Termination of Employment Event Options 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 cause 3 Forfeited 90 days
Any termination for cause 3/4 Forfeited Forfeited
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1 Disability 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.
2 Retirement means any retirement under the Southern Company Pension
Plan. If you die within the 5-year period for exercise after
retirement, 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).
3 Cause is determined by the Committee.
4 Any 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 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.
8. Transferability: Options are not transferable except by will or the
laws of descent and distribution and may be exercised during your life
only by you or, following your death or disability if any Options are
still exercisable, by your duly appointed guardian or other legal
representative.
Notwithstanding the above, if you are subject to Section 17a of the
Public Utility Holding Company Act of 1935 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. Please
provide prior notice of any transfer to the Vice President of
Compensation and Benefits.
9. Other Terms and Conditions. The Design Details, an administrative
document adopted by the Committee which is set forth on the UBS
Financial Services Inc. website at xxxxx://xxxxxxxxx.xxx.xxx/xx,
contains additional provisions that apply to the Options. Additionally,
the Options are subject to all of the terms and conditions set forth in
the Plan and any other administrative documents adopted by the
Committee. By exercising any portion of the Options, you agree to be
subject to all of the terms and conditions of this Award Agreement.
Additionally, you agree to be subject to all of the terms and
conditions of the Plan, the Design Details, and any other
administrative documents, as amended from time to time.
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10. Additional Information: Please refer any questions you may have
regarding these Options to UBS Financial Services Inc. at 000-000-0000
or 1-866-4SO-OPTION or the Compensation Hotline at 0-000-000-0000.
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