Carolina Power & Light
Restricted Stock Agreement
This Agreement is made as of the day of , , between
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Carolina Power & Light Company, a North Carolina corporation (the "Company"),
and , an executive with the Company (the "Employee").
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WHEREAS, the Board of Directors and shareholders of the Company have approved
and adopted the Carolina Power & Light Company 1997 Equity Incentive Plan (the
"Plan");
WHEREAS, Section 9 of the Plan provides for the granting of Restricted Stock by
the Personnel, Executive Development, and Compensation Committee of the
Company's Board of Directors (now known as the Committee on Organization and
Compensation, hereinafter the "Committee") to key employees of the Company; and
WHEREAS, the Company desires to provide an incentive to the Employee so that he
will exert his utmost efforts on the Company's behalf and thus enhance the
Company's performance while aligning the Employee's interests with the interests
of the Company's shareholders.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree
as follows:
1. Grant of Shares Subject to Restrictions. The Employee is granted
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shares of Company common Stock (the "Restricted Stock"). The Restricted
Stock is granted under the Plan, and is subject to the terms and
conditions of the Plan and this Agreement. Capitalized terms not
defined herein shall have the meanings ascribed thereto in the Plan. In
accordance with Section 12 of the Plan, the Committee has determined
that the grant of Restricted Stock under this Agreement is not intended
to qualify for the exemption for performance-based compensation under
Section 162(m) of the Code. The Restricted Stock granted hereunder is a
matter of separate inducement and is not in lieu of salary or any other
compensation for Employee's services. Both parties acknowledge that the
"Grant Date" for the Restricted Stock shall be the date of this
Agreement, which is first specified above.
2. Restrictions. Employee hereby agrees that until such restrictions are
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removed, as herein provided, he will not sell, assign, transfer,
exchange, hypothecate, pledge, encumber or otherwise dispose of the
Restricted Stock. Any attempt by the Employee to dispose of any shares
of the Restricted Stock in any such manner shall result in the
immediate forfeiture of such shares and any other shares then held by
the Company or the designated escrow agent on the Employee's behalf.
3. Lapse of Restrictions. Subject to Paragraph 4 below and applicable
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provisions of the Plan, the shares of Restricted Stock shall be subject
to restrictions on transferability. Said restrictions shall be removed
from such shares of Restricted Stock based upon the vesting schedule
set forth below:
(a) Shares of Restricted Stock shall become and remain
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transferable on and after ;
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(b) Shares of Restricted Stock shall become and remain
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transferable on and after ; and
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(c) Shares of Restricted Stock shall become and remain
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transferable on and after .
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4. Termination of Employment. In the event of the Employee's death,
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Disability, Early Retirement, Normal Retirement, or other termination
of employment for any reason, all Shares of Restricted Stock that are
still subject to restrictions under this Agreement shall be returned to
the Company as of the date of such termination and all such shares of
Restricted Stock shall be forfeited by the Employee as of the date of
such termination, except that the Committee, in its sole discretion,
may elect prior to, on, or after the date of such termination to waive
all or any portion of any restrictions remaining if said termination is
by virtue of the Employee's death, Disability, Early Retirement, Normal
Retirement, or involuntary termination without cause.
5. Acquisition and Possession of Restricted Stock. The Restricted Stock
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granted hereunder shall be promptly acquired by the Company and a
certificate or certificates for such Shares shall be promptly provided
in the Employee's name. Unless as otherwise provided in this Paragraph
5, the Company shall hold the certificate or certificates for such
Shares until the date the restrictions on transferability are removed
in accordance with Paragraphs 3 and 4 above. The Committee may, in its
sole discretion and at any time prior to the date the restrictions on
transferability are removed in accordance with Paragraphs 3 and 4
above, require (i) that the stock certificate or certificates
representing such Shares shall be imprinted with a legend stating that
the shares represented thereby are the restricted shares subject to the
terms and conditions of this Agreement and, as such, may not be sold,
exchanged, transferred, pledged, hypothecated or otherwise disposed of
except in accordance with the terms of this Agreement, and if the
Committee makes such requirement, then each transfer agent for the
Common Stock shall be instructed to like effect with respect to such
Shares, and/or (ii) that the Employee shall, upon receipt of the
certificate or certificates therefor, deposit such instrument of
transfer, appropriately endorsed in blank, with an escrow agent
designated by the Committee, which may be the Company, under a deposit
agreement containing such terms and conditions as the Committee shall
approve, with the expenses of such escrow to be borne by the Company.
6. Rights to Dividends and Voting Rights. During the Period of Restriction
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and prior to the removal of restrictions as set forth in Paragraphs 3
and 4 above, the Employee shall be the shareholder of all Shares
represented by the stock certificates, and shall be entitled to receive
all voting rights and dividends associated with the Restricted Stock as
with all other Company Common Stock shareholders, provided, however,
that the Shares shall be subject to the restrictions on transferability
set forth in Paragraphs 3 and 4 above.
7. Change in Control. The restrictions on all Restricted Stock granted
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pursuant to this Agreement shall be fully removed in the event of a
Change in Control as defined in the Plan, and the Employee shall take
full and unrestricted ownership of such Shares.
8. Capital Adjustments. If under Section 6.4 of the Plan the Employee, as
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the owner of the Shares of the Restricted Stock, shall be entitled to
new, additional or different shares of stock or securities, (i) the
Committee may require that the certificate or certificates for, or
other evidences of, such new, additional or different shares or
securities, together with a stock power or other instrument of transfer
appropriately endorsed, shall be (x) imprinted with a legend as
provided in Paragraph 5 above and/or (y) deposited by the Employee
under the deposit agreement provided for in Paragraph 5 above, and (ii)
such certificate or certificates for, or other evidences of, such new
additional or different Shares or securities, shall be subject to the
restrictions on transferability as provided in Paragraphs 3 and 4
above.
9. Taxes. By acceptance of this Agreement, the Employee agrees to
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reimburse the Company for any taxes required by any government to be
withheld or otherwise deducted and paid on the Employee's behalf by the
Company in respect of the Restricted Stock. In lieu thereof, the
Company shall have the right to withhold the amount of such taxes from
any other sums due or to become due from the Company to the Employee.
10. Waiver of Election. By acceptance of this Agreement, the Employee
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agrees to irrevocably waive his right to make an election (as permitted
under Section 83(b) of the Code) to include in gross income for the
taxable year in which the Restricted Stock is granted an amount equal
to the Fair Market Value of the Restricted Stock.
11. Compliance With Laws. If the Company, in its sole discretion, shall
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determine that it is necessary to comply with applicable securities
laws, the certificate or certificates representing any Shares delivered
to the Employee under this Agreement shall bear an appropriate legend
in form and substance, as determined by the Company, giving notice of
applicable restrictions on transfer under or with respect to such laws.
12. Registration of Securities. The Employee covenants and agrees with the
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Company that if, with respect to any shares of Common Stock delivered
to the Employee pursuant to this Agreement, there does not exist a
Registration Statement on an appropriate form under the Securities Act
of l933, as amended (the "Act"), which Registration Statement shall
have become effective and shall include a prospectus that is current
with respect to the shares subject to this Agreement, then the Employee
shall execute a certificate to the Company indicating (i) that he takes
the shares for his own account and not with a view to the resale or
distribution thereof, (ii) that any subsequent offer for sale or sale
of any such shares shall be made either pursuant to (x) a Registration
Statement on an appropriate form under the Act, which Registration
Statement shall have become effective and shall be current with respect
to the shares being offered and sold, or (y) a specific exemption from
the registration requirements of the Act and any rules or regulations
thereunder and any applicable state securities laws and regulations,
but in claiming such exemption, the Employee shall, prior to any offer
for sale or sale of such shares, obtain a favorable written opinion
from counsel for or approved by the Company as to the applicability of
such exemption and (iii) that the Employee agrees that the certificate
or certificates evidencing such shares shall bear a legend to the
effect of the foregoing.
13. Priority of Documents. This Agreement is subject to all terms,
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conditions, limitations and restrictions contained in the Plan, which
shall be controlling in the event of any conflicting or inconsistent
provisions.
14. No Employment Contract. This Agreement is not a contract of employment
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and the terms of the Employee's employment shall not be affected hereby
or by any agreement referred to herein except to the extent
specifically so provided herein or therein. Nothing herein shall be
construed to impose any obligation on the Company to continue the
Employee's employment, and it shall not impose any obligation on the
Employee's part to remain in the employ of the Company.
15. Company Information. Employee acknowledges and agrees that neither the
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Company, its shareholders nor its directors and officers has any duty
or obligation to disclose to the Employee any material information
regarding the business of the Company or affecting the value of the
Common Stock before or at the time of a termination of the employment
of the Employee by the Company, including, without limitation, any
information concerning plans for the Company to make a public offering
of its securities or to be acquired by or merged with or into another
firm or entity.
16. Deferral. The Employee may request the Committee to permit the Employee
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to irrevocably defer the receipt of any installment of his Restricted
Stock. Such request must be made by the Employee at least fifteen (15)
months in advance of the date that the restrictions on the affected
Shares are scheduled to lapse. Any such deferral and the method for
such deferral shall be at the sole discretion of the Committee, and is
not intended to qualify for the exception for performance-based
compensation under Section 162(m) of the Code.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and date set forth above.
Carolina Power & Light Company
By:
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Charles W. Coker
Chairman, Committee on Organization and Compensation
ACCEPTED:
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Employee
Date:
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