PPL CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT
Exhibit
10(a)
PPL
CORPORATION
This
Letter Agreement will confirm a grant to you of a non-qualified Stock Option
(“Stock Option”) of PPL Corporation Common Stock under the PPL Incentive
Compensation Plan ("ICP") or PPL Incentive Compensation Plan for Key Employees
("ICPKE") (the “Plan”).
1. GRANT
OF OPTIONS.
The
Company hereby grants to you a Stock
Option
to
purchase all or any part of the number of shares of Common Stock of the Company
as shown on Exhibit A of this Agreement on the terms and conditions as set
forth
herein and in the Plan.
2. OPTION
PRICE.
The
price at which the option shares may be purchased under the Stock
Option
(the “Option Price”) is shown on Exhibit A of this Agreement.
3. DURATION
AND EXERCISE OF THE OPTIONS.
The
Stock
Option
shall be exercisable upon the terms and conditions of the Plan, as supplemented
by this Agreement, and not otherwise.
The
Stock
Option
shall become exercisable in installments upon the earliest exercisable date
for
such installment set out on Exhibit A.
The
Stock
Option
must be exercised in portions of not less than 100 shares, or any integral
multiple thereof, except to complete the exercise of the Stock
Option
grant. The Stock
Option
may
not be exercised subsequent to the day before the tenth anniversary of the
date
of grant.
4. METHOD
OF EXERCISE.
The
Stock
Option
may
be exercised, during your lifetime, only by you. Exercise of the Stock
Option
shall be by appropriate written notice delivered to the Vice President-Human
Resources, or such person as is designated by the Vice President-Human Resources
from time to time, accompanied by valid payment in the form of or through:
(a) a
check payable to the order of the Company; (b) an attestation form confirming
your current ownership of whole shares of Company Common Stock sufficient to
cover the cost of exercise for the shares to be purchased, together with a
check
payable to the order of the Company for any shortfall; (c) a cashless exercise
of your stock option effected through your own broker, in the case of Stock
Options awarded under the ICP, and PPL's arrangement with Xxxxxxx Xxxxx, in
the
case of Stock Options awarded under the ICPKE; or (d) through any other payment
method authorized by the Company.
5. APPLICABILITY
OF THE PLAN.
This
Agreement and the Stock
Option
granted hereunder are subject to all of the terms and conditions of the Plan,
which are hereby incorporated by reference, and may not be assigned or
transferred, except by will or the laws of descent and distribution in the
case
of the death of an optionee.
6. WITHHOLDING
TAXES.
Upon
exercise of the Stock
Option,
you must arrange for the payment to the Company of all applicable withholding
taxes resulting from such exercise promptly after you have been notified of
the
amount thereof by the Vice President-Human Resources, or his/her designee.
Shares may be withheld to pay withholding taxes if you have made a proper
election to pay withholding taxes in this manner.
7. RETIREMENT.
"Retirement" means termination of employment with the Company and your election
for monthly retirement benefits to commence immediately under the PPL Retirement
Plan, or, if you are not a participant of the PPL Retirement Plan, you elect
immediate commencement of benefits under any other defined benefit pension
plan,
whether or not tax qualified (such as the PPL SERP). On Retirement, Stock
Options become exercisable immediately for all Stock Options awarded under
the
ICPKE. For ICP participants, on retirement, all Stock Options at least one
year
old become exercisable immediately.
8. DEATH
OR LONG-TERM DISABILITY.
On
death or eligibility for benefits under the PPL Long Term Disability plan,
the
term of all your Stock Options will end in 36 months after such death or
eligibility or, if earlier, on the tenth anniversary of the date of grant.
Your
death Beneficiary may exercise the Stock Options on your behalf after
death.
9. TERMINATION
OF EMPLOYMENT.
If your
employment is terminated, voluntarily or involuntarily, and you are not eligible
for or do not elect immediate commencement of monthly retirement benefits under
the PPL Retirement Plan (or other defined benefit pension plan if not a PPL
Retirement Plan participant), the term of all your Stock Options ends 60 days
after such termination of employment, and any options that are not then
exercisable shall terminate and be of no further force and effect.
10. CHANGE
IN CONTROL.
In the
event of a Change in Control, all Stock Options of any kind are immediately
exercisable. The term of all Stock Options then ends 36 months after termination
of employment or, if earlier, on the tenth anniversary of the date of
grant.
11. DEFINITIONS;
CONFLICT.
Capitalized terms not otherwise defined shall have the meaning specified in
the
Plan. In the event of any conflict between this Agreement and the Plan, the
terms of the Plan shall control.
12. NO
RIGHT TO CONTINUED EMPLOYMENT.
Neither
the grant nor the exercise of the option shall confer on you any right to be
retained in the employ of the Company or its subsidiaries, or to receive
subsequent options or other awards under the Plan. The right of the Company
or
any subsidiary to terminate your employment with it at any time or as otherwise
provided by any agreement between the Company or any subsidiary and you is
specifically reserved.
13. APPLICABLE
LAW.
The
validity, construction, interpretation, administration, and effect of the Plan,
and of its rules and regulations, and rights relating to the Plan and to this
Agreement, shall be governed by the substantive laws, but not the choice of
law
rules, of the Commonwealth of Pennsylvania.
14. NO
RIGHTS OF SHAREHOLDER.
You
shall not have any of the rights of a shareholder with respect to shares subject
to the option except to the extent that such shares shall have been issued
to
you upon the exercise of the option.
15. AMENDMENT.
The
terms of this Agreement may be amended from time to time by the Committee in
its
sole discretion in any manner that it deems appropriate (including, but not
limited to, the acceleration provisions), provided, however, that no such
amendment shall, without your consent, diminish your rights under this
Agreement.
____________
To
confirm your acceptance of the foregoing, kindly sign and promptly return one
copy of Exhibit A of this Letter Agreement to the Company.
Sincerely,
PPL
Corporation
By
/s/
Xxxxxxx X.
Xxxxx
Xxxxxxx
X. Xxxxx
Chairman
& CEO
Exhibit
A
STOCK
OPTION AGREEMENT
Non-Qualified
Stock
Option Granted To: «First_Name» «Last_Name» SSN: «SSN»
Plan: «Plan»
Grant
Date: _____________________
|
Installment
|
Number
of Stock Options
|
Earliest
Exercisable
Date
|
|
1.
|
«options1»
|
«Vdate1»
|
|
2.
|
«options2»
|
«Vdate2»
|
|
3.
|
«options3»
|
«Vdate3»
|
Option
Price:
$«price»
_____________________________________
Optionee
_____________________________________
Date
