Exhibit 10.2
TECO ENERGY, INC.
1996 EQUITY INCENTIVE PLAN
Restricted Stock Agreement
TECO Energy, Inc. (the "Company") and _______________________(the
"Grantee") have entered into this Restricted Stock Agreement (the
"Agreement") dated April 15, 1998 under the Company's 1996 Equity Incentive
Plan (the "Plan"). Capitalized terms not otherwise defined herein have the
meanings given to them in the Plan.
1. Grant of Restricted Stock. Pursuant to the Plan and subject to
the terms and conditions set forth in this Agreement, the Company hereby
grants, issues and delivers to the Grantee _________ shares of its Common
Stock (the "Restricted Stock").
2. Restrictions on Stock. Until the restrictions terminate under
Section 3, unless otherwise determined by the Committee:
(a) the Restricted Stock may not be sold, assigned, pledged or
transferred by the Grantee; and
(b) all shares of Restricted Stock will be forfeited and
returned to the Company if the Grantee ceases to be an employee of the
Company or any business entity in which the Company owns directly or
indirectly 50% or more of the total voting power or has a significant
financial interest as determined by the Committee (an "Affiliate").
3. Termination of Restrictions. The restrictions on all shares of
Restricted Stock will terminate on the earliest to occur of the following:
(a) the Grantee's death;
(b) the termination of Grantee's employment with the Company or
any Affiliate because of a disability that would entitle the Grantee to
benefits under the long-term disability benefits program of the Company for
which the Grantee is eligible, as determined by the Committee;
(c) the termination by the Company or any Affiliate of Grantee's
employment other than for Cause as determined by the Committee. "Cause"
means (i) willful and continued failure of the Grantee to substantially
perform his duties with the Company or such Affiliate (other than by reason
o f physical or mental illness) after written demand specifically
identifying such failure is given to the Grantee by the Company, or (ii)
willful conduct by the Grantee that is demonstrably and materially
injurious to the Company. For purposes of this subsection, "willful"
conduct requires an act, or failure to act, that is not in good faith and
that is without reasonable belief that the action or omission was in the
best interest of the Company or the Affiliate;
(d) April 15, 1999; or
(e) upon a Change in Control. For purposes of this Agreement, a
"Change in Control" means a change in control of the Company of a nature
that would be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), whether or not the Company is in
fact required to comply therewith; provided, that, without limitation, such
a Change in Control shall be deemed to have occurred if:
(1) any "person" (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act), other than the Company, any trustee or
other fiduciary holding securities under an employee benefit plan of
the Company or a corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as
their ownership of stock of the Company is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 30% or more of
t h e combined voting power of the Company's then outstanding
securities;
(2) during any period of twenty-four (24) consecutive
months (not including any period prior to the date of this Agreement),
individuals who at the beginning of such period constitute the Board
of Directors of the Company and any new director (other than a
director designated by a person who has entered into an agreement with
the Company to effect a transaction described in subsections (1), (3)
or (4) of this Section 3(e)) whose election by the Board of Directors
of the Company or nomination for election by the shareholders of the
Company was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the
beginning of such period or whose election or nomination for election
was previously so approved, cease for any reason to constitute a
majority thereof;
(3) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than
(i) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least 50%
of the combined voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation or
(ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no
"person" (as defined above) acquires 30% or more of the combined
voting power of the Company's then outstanding securities; or
(4) the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets.
4. Rights as Shareholder. Subject to the restrictions and other
limitations and conditions provided in this Agreement, the Grantee as owner
of the Restricted Stock will have all the rights of a shareholder,
including but not limited to the right to receive all dividends paid on,
and the right to vote, such Restricted Stock.
5. Stock Certificates. Each certificate issued for shares of
Restricted Stock will be registered in the name of the Grantee and
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deposited by the Grantee, together with a stock power endorsed in blank,
with the Company and will bear a legend in substantially the following
form:
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS, CONDITIONS AND
RESTRICTIONS (INCLUDING RESTRICTIONS ON TRANSFER AND FORFEITURE
PROVISIONS) CONTAINED IN AN AGREEMENT BETWEEN THE REGISTERED
OWNER AND TECO ENERGY, INC. A COPY OF SUCH AGREEMENT WILL BE
FURNISHED TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST
AND WITHOUT CHARGE.
Upon the termination of the restrictions imposed under this Agreement
as to any shares of Restricted Stock deposited with the Company hereunder,
the Company will return to the Grantee (or to such Grantee's legal
representative, beneficiary or heir) certificates, without such legend, for
such shares.
6. Notice of Election Under Section 83(b). If the Grantee makes an
election under Section 83(b) of the Internal Revenue Code of 1986, as
amended, he will provide a copy thereof to the Company within thirty days
of the filing of such election with the Internal Revenue Service.
7. Withholding Taxes. The Grantee will pay to the Company, or make
provision satisfactory to the Committee for payment of, any taxes required
by law to be withheld in respect of the Restricted Stock no later than the
date of the event creating the tax liability. In the Committee's
discretion, such tax obligations may be paid in whole or in part in shares
of Common Stock, including the Restricted Stock, valued at fair market
value on the date of delivery. The Company and its Affiliates may, to the
extent permitted by law, deduct any such tax obligations from any payment
of any kind otherwise due to the Grantee.
8. The Committee. Any determination by the Committee under, or
interpretation of the terms of, this Agreement or the Plan will be final
and binding on the Grantee.
9. Limitation of Rights. The Grantee will have no right to
continued employment by virtue of this grant of Restricted Stock.
10. Amendment. The Company may amend, modify or terminate this
Agreement, including substituting another Award of the same or a different
type and changing the date of realization, provided that the Grantee's
consent to such action will be required unless the action, taking into
account any related action, would not adversely affect the Grantee.
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11. G o verning Law. This Agreement will be governed by and
interpreted in accordance with the laws of Florida.
TECO ENERGY, INC.
By: ______________________
X. X. Xxxx
Vice President-Human Resources
_________________________
Signature of Grantee
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