SELECTED EXECUTIVES SUPPLEMENTAL DEFERRED COMPENSATION PROGRAM AGREEMENT
Exhibit
10c(22)
SELECTED
EXECUTIVES
THIS
AGREEMENT is made this the _____ day of August, 1996, between CAROLINA POWER
& LIGHT COMPANY, a North Carolina corporation (hereinafter the “Company”),
and XXXXXXX X. XXXXXXX a key management employee of the Company (hereinafter
called the “Participant”).
WHEREAS,
the Board of Directors of the Company has approved an additional deferred
compensation program for the purpose of attracting and retaining outstanding
key
management personnel as employees of the Company; and
WHEREAS,
the Participant shall be eligible to receive additional deferred compensation
if
all conditions described in this Agreement are met.
NOW
THEREFORE, in consideration of the mutual agreements herein contained, the
Company and the Participant agree as follows:
1.
Amount
of Award.
If the
Participant terminates employment with the Company before attaining age sixty,
the Participant will not be entitled to receive any deferred compensation under
this Agreement. If the Participant remains employed with the Company until
or
beyond age sixty, the Participant will be entitled to receive a deferred
compensation award that shall become payable in accordance with the table set
forth in Exhibit A to this Agreement, based on the age of the Participant while
the Participant remains employed with the Company. The amount of any deferred
compensation award as determined in accordance with this Section 1 is hereafter
referred to as the “Deferral Award”. Notwithstanding the above, if the
Participant terminates employment voluntarily or involuntarily before age sixty,
upon management’s recommendation the Personnel, Executive Development &
Compensation Committee of the Board of Directors (hereinafter the “Committee”),
in their sole discretion, may grant the Participant a deferred compensation
award in some smaller amount as they deem appropriate considering the
Participant’s performance of duties for the Company and other factors regarding
the best interest of the Company.
2.
Payment.
Any
Deferral Award that the Participant is entitled to receive will be paid after
the Participant leaves the employment of the Company for any reason. If the
Deferral Award is paid before the Participant has met the requirements for
normal or early retirement under the Company’s Supplemental Retirement Plan
(hereinafter “Retirement”), the Deferral Award shall be paid in a single lump
sum within thirty days after the Participant leaves the employment of the
Company. If the Deferral Award is paid after the Participant’s Retirement, the
Deferral Award shall be paid in sixty equal monthly installments as specified
in
Exhibit A, or if a timely election is made, the Participant shall be paid in
a
single lump sum. The Participant must exercise the option to receive payment
of
the Deferral Award after retirement in a single lump sum by completing and
signing the form attached to this Agreement as Exhibit B, and submitting it
to
the Company’s senior vice president responsible for Human Resources before the
Participant’s fifty-eighth birthday. Once elected, the option to receive payment
of the Deferral Award after retirement in a single lump sum can be revoked
by
written notice to the Company’s senior vice president responsible for Human
Resources at any time before the Participant’s fifty-eighth birthday. The option
to receive payment of the Deferral Award in a single lump sum payment after
retirement cannot be elected or revoked after the Participant’s fifty-eighth
birthday.
3. Taxes.
All
FICA taxes shall be paid by the Company in accordance with applicable laws,
rules and regulations. If any Deferral Award is paid to the Participant, the
Company shall withhold any other federal and state income and payroll taxes
as
required by law.
4. Death
of Participant. In
the
event that the Participant dies after the Participant’s sixtieth birthday, but
before the Deferral Award is fully paid, any unpaid amounts in the Participant’s
account will be paid in a lump sum to any beneficiary or beneficiaries that
are
designated by the Participant (the “Designated Beneficiary”). The form attached
to this Agreement as Exhibit C shall be completed, signed, and sent to Company’s
senior vice president responsible for Human Resources within thirty days from
the date of this Agreement. The Participant may change the Designated
Beneficiary at any time by submitting a new beneficiary designation form. If
at
any time the Participant has not designated a beneficiary, or if the beneficiary
predeceases the Participant, payment of any vest Deferral Award will be made
to
the Participant’s estate.
5. Deferral
Award Accounting. A
ledger
account shall be established by the Company to track the balance of the
Participant’s Deferral Award. The account will be charged with any payments made
to the Participant or the Participant’s Designated Beneficiary. The actual
Deferral Award payable to the Participant, if any, will be determined as of
the
date that the Deferral Award becomes payable. Any Deferral Award that becomes
payable shall be paid from the general assets of the Company. No special fund
or
trust has been established for paying the Deferral Award. Neither the
Participant nor the Designated Beneficiary shall have any interest in any
specific assets of the Company, but shall only be entitled to receive the
benefits described in this Agreement.
6.
Non-Alienation
of Benefits.
The
Participant’s right to receive the benefits described in this Agreement shall
not be subject to anticipation, alienation, sale, assignment, pledge,
encumbrance, or charge, and any attempt to anticipate, alienate, sell, assign,
pledge, encumber, or charge any right or benefits hereunder shall be
void.
7.
Reservation
of Rights.
Nothing
in this Agreement shall in any way limit the right of the Company to terminate
the Participant’s employment at any time, with or without cause, or at
will.
8.
Non-Competition.
During
the period of five years following the termination of the employment of the
Participant if the Participant is entitled to a Deferral Award, the Participant
will not, without the Committee’s prior written consent, directly or indirectly
engage as an employee, consultant, or in any other capacity in any business
activities: (a) which compete with the Company or any of it’s subsidiaries
business; (b) which relate to the production or delivery of electricity in
the
Company’s service area or any immediate surrounding area; or (c) for
any wholesale customer or any general service retail customer for whom the
Company has produced or delivered electricity or to whom it may present a
proposal or otherwise negotiate to provide such services. Participant shall
submit any request for such consent to the Company’s senior vice president
responsible for Human Resources.
9.
Applicable
Law.
This
Agreement shall be interpreted and construed in accordance with the laws of
the
State of North Carolina, without regard to any conflicts of laws provisions
that
might require the application of the laws of any other state or
jurisdiction.
10. Entire
Agreement.
This
Agreement contains the entire agreement and understanding by and between the
Company and the Participant with respect to the subject matter hereof, and
no
representations, promises, agreements, or understandings with regard to the
payment of Deferral Award, whether written or oral, not contained herein shall
be of any force or effect.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year
first above written.
CAROLINA
POWER & LIGHT COMPANY
PARTICIPANT
By:
_______________________________ ________________________________
Title:______________________________
EXHIBIT
B
SELECTED
EXECUTIVES SUPPLEMENTAL DEFERRED COMPENSATION
PROGRAM
AGREEMENT
EXERCISE
OF OPTION
FOR
LUMP
SUM PAYMENT
As
provided in my Selected
Executives Supplemental Deferred Compensation Program
Agreement
with
Carolina Power & Light Company dated August ____, 1996, in the event that a
Deferral Award is paid to me after my retirement from Carolina Power & Light
Company, I hereby exercise my option to receive payment of the Deferral Award
in
a single lump sum.
DATE:
___________________
SIGNATURE
OF PARTICIPANT:____________________________________
EXHIBIT
A
SELECTED
EXECUTIVES SUPPLEMENTAL DEFERRED COMPENSATION
PROGRAM
AGREEMENT
DEFERRAL
AWARD TABLE
Target
Benefit: $750,000
If
the
Participant continues his employment with the Company until or beyond age sixty,
the Participant’s Deferral Award pursuant to the Agreement shall be as
follows:
|
Ages
|
Deferral
Award
|
Annual
Amounts
(payable
for 5 years)
|
|
51-59
|
$0
|
|
|
60
|
421,000
|
97,000
|
|
61
|
473,000
|
109,000
|
|
62
|
531,000
|
122,000
|
|
63
|
595,000
|
137,000
|
|
64
|
668,000
|
154,000
|
|
65
|
750,000
|
173,000
|
The
amount of the Deferral Award shall be equal to the amount specified above on
the
Participant’s birthday for the ages specified above. The Deferral Award amount
shall not be prorated between birthdays. The amount of the Deferral Award shall
not increase after the Participant’s sixty-fifth birthday.
EXHIBIT
C
DESIGNATION
OF BENEFICIARY
SELECTED
EXECUTIVES SUPPLEMENTAL DEFERRED COMPENSATION
PROGRAM
AGREEMENT
WITH
CAROLINA
POWER & LIGHT COMPANY
As
provided in my Selected
Executives Supplemental Deferred Compensation Program Agreement
with
Carolina Power & Light Company dated August ____, 1996, I hereby designate
the following person(s) as my “Designated Beneficiary”, with respect to any
Deferral Award that becomes payable.
PRIMARY
BENEFICIARY:
_________________________________
_________________________________
_________________________________
CONTINGENT
BENEFICIARY:
_________________________________
_________________________________
_________________________________
Any
and
all prior designations of one or more beneficiaries under my Selected
Executives Supplemental Deferred Compensation Program Agreement
with
Carolina Power & Light Company are hereby revoked and superseded by this
designation, I understand that the Designated Beneficiary named above may be
changed or revoked by me at any time by filing a new designation in writing
with
the Company’s senior vice president responsible for Human
Resources.
DATE:
________________________
SIGNATURE
OF PARTICIPANT:
__________________________________
The
Participant named above executed this document in my presence.
WITNESS:
______________________________ WITNESS:
______________________________
