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EXHIBIT 10.(b)
AMENDMENT TO AGREEMENT
THIS AMENDMENT TO AGREEMENT, dated as of August 1, 1999, amends the
Agreement dated January 30, 1998 (the "Agreement") made by and between Florida
Progress Corporation, having its principal offices at Xxx Xxxxxxxx Xxxxx, Xx.
Xxxxxxxxxx, Xxxxxxx 00000 (the "Corporation"), and Xxxxxxx Xxxxxx, residing at
0000 Xxxxxx Xxxxx Xxxxx, Xxxxxxx, Xxxxxxx (the "Executive") for the purpose of
replacing Section 6.1(c) thereof in its entirety.
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained in the Agreement, the Corporation and the Executive hereby
agree that the following language shall replace Section 6.1(c) in its entirety:
6.1(c) LTIP. Performance shares granted to the Executive under the
LTIP for performance cycles commencing after a Change in Control has occurred
and remaining uncompleted will be deemed earned as of the Date of Termination
to the extent of two hundred percent (200%) of target under each award
agreement, and the value of each such award will be paid out to the Executive
in a lump-sum cash payment.
Performance shares granted to the Executive under the LTIP for
performance cycles which commenced after a Change in Control occurred and were
completed before the Date of Termination will be paid out to the extent earned,
and the value of such award will be paid out in a lump-sum cash payment.
If any of the Executive's LTIP award agreements were paid out as a
result of the occurrence of a Change in Control at less than 200% of target,
then the difference between (i) 200% of the target value of the award earned
thereunder and (ii) the award that was paid out as a result of the occurrence
of the Change in Control, shall be paid out to the Executive and the value of
such difference (calculated as of the same date that the Change in Control
payout was calculated) will be paid out to the Executive in a lump-sum cash
payment.
All other provisions of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Agreement to be executed as of the date first above written.
FLORIDA PROGRESS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Vice President
/s/ Xxxxxxx Xxxxxx
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Executive
