EXHIBIT 10.1
TECO ENERGY, INC.
1997 DIRECTOR EQUITY PLAN
1. Purpose.
The purpose of the TECO Energy, Inc. 1997 Director Equity
Plan (the "Plan") is to attract and retain highly qualified non-
employee directors of TECO Energy, Inc. (the "Company") and to
encourage non-employee directors to own shares of the Company's
Common Stock, $1.00 par value (the "Common Stock"). The Plan is
an amendment and restatement of the 1991 Director Stock Option
Plan (the "1991 Plan"). No provision of the Plan will affect the
rights and privileges of holders of outstanding options under the
1991 Plan.
2. Administration.
The Plan will be administered by the Board of Directors of
the Company (the "Board"). The Board will determine the terms
and conditions of all awards under the Plan ( Awards ). The
Board will have authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the
operation of the Plan as it from time to time considers
advisable, and to interpret the provisions of the Plan. The
Board's decisions will be final and binding.
3. Eligibility.
All directors of the Company who are not employees of the
Company or any subsidiary of the Company will be eligible to
participate in the Plan (a "Director").
4. Stock Available for Awards.
(a) Amount. Subject to adjustment under subsection (b),
Awards may be made under the Plan for up to 250,000 shares of
Common Stock, together with all shares of Common Stock available
for issue under the 1991 Plan on the effective date of the Plan.
If any Award (including any stock option under the 1991 Plan)
expires or is terminated unexercised or is forfeited or settled
in a manner that results in fewer shares outstanding than were
awarded, the shares subject to such Award, to the extent of such
expiration, termination, forfeiture or decrease, will again be
available for award under the Plan. Common Stock issued through
the assumption or substitution of outstanding awards from an
acquired company will not reduce the shares available for Awards
under the Plan. Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury
shares.
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(b) Adjustment. In the event that the Board determines that
a n y stock dividend, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-
up, spin-off, combination, exchange of shares or other change
affects the Common Stock such that an adjustment is required in
order to preserve the benefits intended to be provided by the
Plan, then the Board will equitably adjust any or all of (i) the
number and kind of shares for which Awards may be made under the
Plan, (ii) the number and kind of shares subject to outstanding
Awards and (iii) the exercise price with respect to any of the
foregoing. In making such adjustments, the Board may ignore
fractional shares so that the number of shares subject to any
Award will be a whole number. If considered appropriate, the
Board may make provision for a cash payment with respect to all
or part of an outstanding Award instead of or in addition to any
such adjustment.
5. Types of Awards.
(a) Stock Grants. The Board may make awards of shares of
Common Stock ("Stock Grants") to Directors upon such terms and
conditions as the Board determines. Stock Grants may include
without limitation the payment of retainer and meeting fees or
other Director compensation in stock (either on a mandatory basis
o r at the election of the Director), restricted stock,
performance shares, performance-accelerated restricted stock and
b o n us stock. Stock Grants may be issued for no cash
consideration, such minimum consideration as may be required by
applicable law or such other consideration as the Board may
determine.
(b) Stock Options. The Board may grant options ("Stock
Options") to purchase shares of Common Stock at an exercise price
determined by the Board of not less than 100% of the fair market
value of the Common Stock on the date of grant and upon such
terms and conditions as the Board determines. Stock Options may
include without limitation indexed stock options, performance-
vested stock options, performance-accelerated stock options and
reload options. Payment of the exercise price may be made in cash
or, to the extent permitted by the Board at or after the grant of
the Stock Option, in whole or in part by delivery of a promissory
note or shares of Common Stock owned by the optionee, including
Stock Grants, or by retaining shares otherwise issuable pursuant
to the Stock Option, in each case valued at fair market value on
the date of delivery or retention, or such other lawful
consideration as the Board may determine.
(c) Stock Equivalents. The Board may grant rights to
receive payment from the Company based in whole or in part on the
value of the Common Stock ("Stock Equivalents") upon such terms
and conditions as the Board determines. Stock Equivalents may
include without limitation phantom stock, performance units,
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dividend equivalents and stock appreciation rights ("SARs").
SARs granted in tandem with a Stock Option will terminate to the
extent that the related Stock Option is exercised, and the
related Stock Option will terminate to the extent that the tandem
SARs are exercised. An SAR will have an exercise price
determined by the Board of not less than 100% of the fair market
value of the Common Stock on the date of grant, or of not less
than the exercise price of the related Stock Option in the case
of an SAR granted in tandem with a Stock Option. The Board will
determine at the time of grant or thereafter whether Stock
Equivalents are to be settled in cash, Common Stock or other
securities of the Company, other Awards or other property.
6. General Provisions Applicable to Awards.
(a) Fair Market Value. The fair market value of the Common
Stock or any other property will be the fair market value of such
property as determined by the Board in good faith or in the
manner established by the Board from time to time.
(b) Documentation. Each Award under the Plan will be
evidenced by a writing delivered to the Director specifying such
terms and conditions not inconsistent with the provisions of the
Plan as the Board considers necessary or advisable to achieve the
purposes of the Plan. These terms and conditions may include
without limitation performance criteria, vesting requirements,
restrictions on transfer and payment rules. The Board may
establish the terms and conditions at the time the Award is
granted or may provide that such terms and conditions will be
determined by it at any time thereafter.
(c) Board Discretion. Each type of Award may be made alone,
in addition to or in relation to any other Award. Awards may be
made automatically on terms established by the Board. The terms
of each type of Award need not be identical, and the Board need
not treat Directors uniformly. Except as otherwise provided by
the Plan or a particular Award, any determination with respect to
an Award may be made by the Board at the time of grant or at any
time thereafter.
(d) Dividends and Cash Awards. In the discretion of the
Board, any Award under the Plan may provide the Director with (i)
dividends or dividend equivalents payable currently or deferred
with or without interest and (ii) cash payments in lieu of or in
addition to an Award.
(e) Termination of Service. The Board will determine the
effect on an Award of the disability, death or termination of
service of a Director and the extent to which, and the period
during which, the Director's legal representative, guardian or
beneficiary may receive payment of an Award or exercise rights
thereunder. A Director may designate a beneficiary in a manner
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determined by the Board. In the absence of an effective
designation, a Director's beneficiary will be the Director's
estate.
(f) Loans. The Board may authorize the making of loans or
cash payments to Directors in connection with the grant or
exercise of any Award under the Plan, which loans may be secured
by any security, including Common Stock, underlying such Award,
and which may be forgiven upon such terms and conditions as the
Board may establish at the time of such loan or at any time
thereafter.
(g) Amendment of Award. The Board may amend, modify or
terminate any outstanding Award, including substituting therefor
another Award of the same or a different type and changing the
date of exercise or realization, provided that the Director's
consent to such action will be required unless the action, taking
into account any related action, would not adversely affect the
Director.
(h) Change in Control. In order to preserve a Director s
rights under an Award in the event of a change in control of the
Company, the Board in its discretion may, at the time an Award is
made or at any time thereafter, take one or more of the following
actions: (i) provide for the acceleration of any time period
relating to the exercise or payment of the Award, (ii) provide
for payment to the Director of cash or other property with a fair
market value equal to the amount that would have been received
upon the exercise or payment of the Award had the Award been
exercised or paid upon the change in control, (iii) adjust the
terms of the Award in a manner determined by the Board to reflect
the change in control, (iv) cause the Award to be assumed, or new
rights substituted therefor, by another entity or (v) make such
other provision as the Board may consider equitable to the
Director and in the best interests of the Company.
7. Miscellaneous.
(a) No Right To Continue as Director. Neither the Plan nor
any Award hereunder will be deemed to constitute an agreement or
understanding that the Company will retain a Director for any
period of time or at any particular rate of compensation.
(b) No Rights As Shareholder. No Director or beneficiary
will have any rights as a shareholder with respect to any shares
of Common Stock to be distributed under the Plan until he or she
becomes the holder thereof. A Director to whom Common Stock is
granted will be considered the holder of such Common Stock at the
time of the Award except as otherwise provided in the applicable
Award.
(c) Effective Date. The Plan will be effective on April 16,
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1997.
(d) Amendment of Plan. The Board of Directors of the
Company may amend, suspend or terminate the Plan or any portion
thereof at any time, subject to any shareholder approval that the
Board determines to be necessary or advisable, provided that a
Director's consent will be required for any amendment, suspension
or termination that would adversely affect the rights of the
Director under any outstanding Award.
(e) Governing Law. The provisions of the Plan will be
governed by and interpreted in accordance with the laws of
Florida.
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