PERFORMANCE UNIT AGREEMENT
Exhibit
10(ss)
PERFORMANCE
UNIT AGREEMENT (the “Agreement”) dated as
of the Date of Grant set forth in the Notice of Grant (as defined below), by and
between PPL Corporation, a Pennsylvania corporation (the “Company”), and the
participant whose name appears on the Notice of Grant (the “Participant”).
1.
Grant of Stock Based
Award. Subject
to the terms and conditions of this Agreement (including vesting
conditions):
(a) The
Company hereby evidences and confirms its grant to the Participant, effective as
of the Date of Grant, of the number of stock based units contingent upon Company
financial performance (the “Performance Units”)
specified in the Notice of Grant attached hereto as Exhibit A and made a
part hereof (“Notice
of Grant”).
(b) (i) If
on any date, while the Performance Units are outstanding hereunder the Company
shall pay any cash dividend on its shares of Common Stock, the Participant shall
be granted, as of the applicable dividend payment date, a “Cash Dividend Equivalent
Award” which shall represent a future right to a cash payment equal to
the product of (x) the number of
"Total Performance Units" (as defined below) held by the Participant hereunder
as of the related dividend record date, multiplied by (y) the amount of such
cash dividend per share of Common Stock, rounded down to the nearest whole
cent.
(ii) If
on any date while the Performance Units are outstanding hereunder the Company
shall pay any dividend on its shares of Common Stock in the form of shares of
Common Stock, the Participant shall be granted, as of the applicable dividend
payment date, right to a future number of shares of Common Stock, equal to the
product of (x)
the number of Total Performance Units held by the Participant hereunder as of
the related dividend record date, multiplied by (y) the number of
shares of Common Stock (including any fraction thereof) payable as a dividend on
one share of Common Stock, rounded down to the nearest whole Unit.
(iii) At
any point in time, the total of all Performance Units, Cash Dividend Equivalent
Awards, and rights to the stock dividends, if any, referred to in Section
1(b)(ii) above, shall be defined as "Total Performance Units."
(c) This
Agreement and the Total Performance Units granted hereunder are subject to all
of the terms and conditions of the PPL Corporation Incentive Compensation Plan
or the PPL Incentive Compensation Plan for Key Employees, whichever may apply
(the “Plan”),
which are incorporated by reference herein. If there is any
inconsistency between the terms hereof and the terms of the Plan, the terms of
the Plan shall govern. Any capitalized terms used herein without
definition shall have the meanings set forth in the Plan. The Total
Performance Units shall be considered “Other Stock-Based Awards” under the
Plan.
2.
Vesting of Total
Performance Units.
(a) Vesting.
(i) Except
as otherwise provided in Section 2(b) or Section 2(c), subject to the
achievement of the performance goals (the “Goals”) established
by the Committee, or the CLC if applicable, for the performance
period (the “Performance Period”)
set forth in the Notice of Grant, and to the continued employment of the
Participant through the conclusion of the Performance Period the Total
Performance Units will become vested based on the extent to which the Goals are
satisfied at the conclusion of the Performance Period, as and to the extent set
forth in the Notice of Grant (the percentage of the Total Performance Units
which so vest being referred to as the “Vesting
Percentage”).
(ii) Promptly
after the conclusion of the Performance Period, the Committee, or CLC if
applicable, will determine whether the Goals have been satisfied, and will
certify in writing as to whether such Goals were in fact
satisfied. Based on the Committee’s (or CLC's) determination and
certification, (A) the Total Performance Units will vest as and to the extent
set forth in the Notice of Grant, and (B) all Performance Units, Cash Dividend
Equivalent Awards, and rights to stock dividends referred to in Section
1(b)(ii), if any, that do not vest in accordance with the foregoing shall be
immediately forfeited and cancelled by the Company without any
consideration.
(b)
Termination of
Employment.
(i)
General. Except
as provided in Section 2(b)(ii) below, in the event of the Participant’s
termination of employment with the Company and its Affiliated Companies for any
reason prior to the conclusion of the Performance Period, the Participant's
Total Performance Units shall be immediately forfeited and cancelled by the
Company without consideration.
(ii)
Death, Disability,
Retirement.
(A) In
the event of the Participant’s termination of employment with the Company and
its Affiliated Companies due to death, Disability or Retirement (each as defined
below) prior to the conclusion of the Performance Period, the Total Performance
Units shall remain outstanding and eligible for vesting through the conclusion
of the Performance Period (or, if applicable, an earlier Change in Control (as
defined below)) as described in Section 2(a) above; provided, that, in
such event, only a pro rata portion (as described below in this Section
2(b)(ii)(B)) of the Total Performance Units shall be eligible to become vested,
and, to the extent so vested, shall be settled and paid as provided in Section
3; and
(B) Subject
to Section 2(c) below (in the event of a Change in Control following termination
of employment due to death, Disability or Retirement and prior to the conclusion
of the Performance Period), such pro rata portion shall be determined by
multiplying the number of Total Performance Units that would have vested had the
Participant’s employment continued through the conclusion of the Performance
Period, subject to actual achievement of the Goals, multiplied by a fraction,
the numerator of which is the number of pay periods elapsed from the
commencement of the Performance Period through the date of the Participant’s
termination of employment, and the denominator of which is the number of pay
periods in the Performance Period; and
(C) Upon
the determination of the number of Total Performance Units pursuant to Section
2(b)(ii) that shall vest, all remaining unvested Total Performance Units shall
be immediately forfeited and cancelled by the Company without
consideration.
(D) “Disability” for these
purposes means termination of the Participant’s employment with the Company and
the Participant’s receipt of benefits under the PPL Long Term Disability Plan
for three months (by reason of a medically determinable physical or mental
impairment that can be expected to result in death or can be expected to be
continuous for a period of not less than 12 months).
(E) “
Retirement” for
these purposes means termination of the Participant’s employment with the
Company and the Participant’s election for monthly retirement benefits to
commence immediately under the PPL Retirement Plan, or, if the Participant
is not a participant in the PPL Retirement Plan, the Participant elects or
is eligible for immediate commencement of benefits under any other defined
benefit pension plan, whether or not tax qualified (such as the PPL
SERP).
(c) Change in Control.
Notwithstanding the foregoing, in the event of a Change in Control (as defined
in the Plan) prior to the conclusion of the Performance Period while a
Participant remains employed with the Company and its Affiliated Companies (or
following termination of employment due to death, Disability or Retirement),
(x) the
Performance Period shall be deemed to conclude immediately prior to the Change
in Control, and (y) a pro rata portion
of all then unvested Total Performance Units will become immediately vested as
though there had been achievement of Goals satisfying the Target Award (as
defined in Exhibit
A), such pro rata portion determined by multiplying the number of Total
Performance Units, in each case represented by the Target Award, by a fraction,
the numerator of which is the number of days elapsed from the commencement of
the Performance Period through the date immediately prior to the Change in
Control (or, if earlier, the date of the Participant’s termination of employment
due to death, Disability or Retirement, consistent with Section 2(b)(ii) above),
and the denominator of which is the number of days in the Performance
Period. All remaining Total Performance Units that do not so vest in
accordance with the foregoing provisions of this Section 2(c) shall be
immediately forfeited and cancelled by the Company without
consideration.
(d) No
shares of Common Stock will be issued or issuable (or other consideration be
payable) with respect to any portion of the Total Performance Units that do not
vest in accordance with the foregoing provisions of Section 2.
3.
Payment
Date. Subject
to Section 7(c), on the Payment Date (as defined below), the Company shall
issue to the Participant one share of Common Stock in settlement of each
outstanding Performance Unit and each outstanding right to one share of Common
Stock under the stock dividend provision of Section 1(b)(ii), if any, that vest
as provided in Section 2, and the Company shall make a cash payment to the
Participant with respect to any Cash Dividend Equivalent Awards that vest as
provided in Section 2. The “Payment Date” upon
which this Award shall be settled and paid shall occur as soon as practicable
following the conclusion of the Performance Period and the date that the
Committee (or CLC) determines and certifies that the Goals with respect to the
Performance Period have been satisfied (but in no event later than 2½ months
after the conclusion of the Performance Period); provided, however, in the case
of settlement as a result of a Change in Control pursuant to Section 2(c), the
Payment Date shall occur as of immediately prior to the Change in Control and
provided, further, no payment to a participant who has terminated employment for
any reason other than Disability or a Change in Control shall be made until six
months after the date of termination of employment.
No
fractional shares of Common Stock shall be issued. Fractional shares
shall be settled through a cash payment based on the Fair Market Value of the
Common Stock on the Payment Date.
4.
Securities Law
Compliance.
Notwithstanding any other provision of this Agreement, the Participant may not
sell the shares of Common Stock acquired upon settlement of the Total
Performance Units unless such shares are registered under the Securities Act of
1933, as amended (the “Securities Act”), or,
if such shares are not then so registered, such sale would be exempt from the
registration requirements of the Securities Act. The sale of such shares must
also comply with other applicable laws and regulations governing the shares, and
Participant may not sell the shares of Common Stock, if the Company determines
that such sale would not be in material compliance with such laws and
regulations.
5.
Participant’s Rights
with Respect to the Total Performance Units.
(a)
Restrictions on
Transferability. The Total Performance Units granted hereby are not
assignable or transferable, in whole or in part, and may not, directly or
indirectly, be offered, transferred, sold, pledged, assigned, alienated,
hypothecated or otherwise disposed of or encumbered (including, without
limitation, by gift, operation of law or otherwise) other than by will or by the
laws of descent and distribution to the estate of the Participant upon the
Participant’s death; provided that the
deceased Participant’s beneficiary or representative of the Participant’s estate
shall acknowledge and agree in writing, in a form reasonably acceptable to the
Company, to be bound by the provisions of this Agreement and the Plan, as if
such beneficiary or the estate were the Participant.
(b)
No Rights as
Stockholder. The Participant shall not have any rights as a stockholder
including any voting, dividend or other rights or privileges as a stockholder of
the Company with respect to any Common Stock corresponding to the Total
Performance Units granted hereby, unless and until shares of Common Stock are
actually issued to the Participant in respect thereof.
6.
Adjustment in
Capitalization. In the
event of any change in the outstanding Common Stock by reason of any
recapitalization, combination or exchange of shares or other similar changes in
the Common Stock, appropriate adjustment shall by made by the Committee, or CLC
if applicable, in the shares Common Stock underlying the Total Performance
Units, if any, theretofore awarded to the Participant. Such
adjustment shall be conclusive and binding for all purposes.
7.
Miscellaneous.
(a)
Binding Effect;
Benefits. This Agreement shall be binding upon and inure to the benefit
of the parties to this Agreement and their respective successors and assigns.
Nothing in this Agreement, express or implied, is intended or shall be construed
to give any person other than the parties to this Agreement or their respective
successors or assigns, any legal or equitable right, remedy or claim under or in
respect of any agreement or any provision contained herein.
(b)
No Right to Continued
Employment. Nothing in the Plan or this Agreement shall interfere with or
limit in any way the right of the Company or any of its Subsidiaries or
Affiliated Companies to terminate the Participant’s employment at any time, or
confer upon the Participant any right to continue in the employ of the Company
or any of its Subsidiaries.
(c)
Tax
Withholding. The Company and its Subsidiaries and Affiliated Companies
shall have the right to deduct from all amounts payable to the Participant
(whether under the Plan or otherwise) any amount of taxes required by law to be
withheld in respect of settlement of the vested Total Performance Units, as may
be necessary in the opinion of the Company to satisfy tax withholding required
by law to be withheld. The Company will meet such
obligations with respect to the settlement and payment of any vested Total
Performance Units by having the Company withhold the least number of whole
shares of Common Stock having a Fair Market Value sufficient to satisfy the
amount required to be withheld in respect of settlement and payment of the
vested Total Performance Units.
(d)
Applicable Law.
This Agreement shall be governed by and construed in accordance with the law of
the Commonwealth of Pennsylvania regardless of the application of rules of
conflict of laws that would apply to the laws of any other
jurisdiction.
(e)
Limitation on Rights;
No Right to Future Grants; Extraordinary Item of Compensation. By
entering into this Agreement and accepting the Total Performance Unit Award
evidenced hereby, the Participant acknowledges: (i) that the Plan
is discretionary in nature and may be suspended or terminated by the Company at
any time; (ii) that the
Award does not create any contractual or other right to receive future grants of
Awards; (iii) that
participation in the Plan is voluntary; (iv) that the
value of the Total Performance Unit Award is not part of normal or expected
compensation for purposes of calculating any severance, resignation, redundancy,
end-of-service payments, bonuses, long-service awards, pension or retirement
benefits or similar payments; and (v) that the
future value of the shares of Common Stock is unknown and cannot be predicted
with certainty.
(f)
Headings and
Captions. The section and other headings contained in this Agreement are
for reference purposes only and shall not affect the meaning or interpretation
of this Agreement.
(g)
Amendments. The
terms of this Agreement may be amended from time to time by the Committee in its
sole discretion in any manner it deems appropriate; provided that no such
amendment shall, without the Participant’s consent, diminish the Participant’s
rights under this Agreement.
(h)
Counterparts.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, and all of which together shall constitute
one and the same instrument.
To
confirm your acceptance of the foregoing, kindly sign and promptly return one
copy of this Agreement and Exhibit A to the
Company.
Sincerely,
PPL
Corporation
By: _________________________________
Signature
of Employee: _________________________________
Date: _________________________________
Exhibit
A
PPL
CORPORATION INCENTIVE COMPENSATION PLAN
PPL
CORPORATION INCENTIVE COMPENSATION PLAN FOR KEY EMPLOYEES
PERFORMANCE
UNIT AWARD
NOTICE
OF GRANT
The
number of shares of PPL Common Stock that may be earned and become vested under
this Performance Unit Award shall be based on the achievement of pre-established
performance goals as set by the Committee or the CLC, if applicable, for the
Performance Period, based on the following:
Name of
Participant: ________________.
Date of
Grant: _____________.
Total
Number of Performance Units Awarded (subject to vesting): _____ shares of
Common Stock.
Threshold
Award: _____ shares of Common Stock.
Target
Award: _____ shares of Common Stock.
Maximum
Award: ______ shares of Common Stock (i.e., 200% of Target Award).
Performance
Period: January 1, 2008 to December 31, 2010.
Performance
Measure: Total Shareholder Return (“ TSR”), meaning stock
price growth, plus dividends paid, divided by stock price at start of period:
[Change
in Stock Price +
Dividends Paid ]÷
Beginning Stock Price
The “
Change in Stock
Price” represents the Ending Stock Price minus the Beginning Stock Price,
adjusted for the effects of any common stock splits. “ Dividends Paid” means
the total of all dividends paid on one share of the underlying common stock
during the Performance Period. “ Beginning Stock
Price” means the closing price of the stock on the first trading day in
the Performance Period, adjusted for the effect of any common stock
splits. “ Ending Stock Price”
means the closing price of the stock on the last trading day of the Performance
Period.
Peer
Index: The S&P Electric Utilities Index.
Earnout
Schedule: PPL’s relative TSR vs. TSR for companies in the Peer Index
|
Percentile
Rank
(PPL
TSR performance, relative to companies in Peer Index)
|
Payout
(Expressed
as a % of Target Award)
|
|
85
th
Percentile or above
|
200%
(i.e., the Maximum Award)
|
|
50
th
Percentile
|
100%
(i.e., the Target Award)
|
|
40
th
Percentile
|
50%
|
|
Xxxxx
00 xx
Percentile
|
0%
|
** Full
interpolation between percentile points between the 40 th and 85
th
percentile. Maximum possible payout is the Maximum Award (i.e., 200% of target
number of shares of Common Stock).
Signature
of Employee: _________________________________
Date: _________________________________
