Exhibit 10.2
TECO ENERGY, INC.
1996 EQUITY INCENTIVE PLAN
1998 Amendment to Restricted Stock Agreement[s]
TECO Energy, Inc. (the "Company") and __________________ (the
"Grantee") hereby enter into this Amendment ("Amendment") to the
Restricted Stock Agreement[s] dated ____________ between the Company
and the Grantee (the "Agreement[s]") under the Company's 1996 Equity
Incentive Plan.
Section 3(e) of the Agreement[s] is hereby amended in its
entirety to read as follows:
(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
t h e 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
u n der the Exchange Act), directly or indirectly, of
securities of the Company representing 30% or more of the
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) there is consummated a merger or
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consolidation of the Company or any direct or indirect
subsidiary of the Company with any other corporation, other
than (i) a merger or consolidation resulting in the voting
securities of the Company outstanding immediately prior
t h ereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of
the surviving entity) at least 65% of the combined voting
securities of the Company or such surviving entity or any
parent thereof 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 hereinabove defined)
acquires 30% or more of the combined voting power of the
Company's then outstanding securities; or
(4) the stockholders of the Company approve a
plan of complete liquidation of the Company or there is
consummated the sale or disposition by the Company of all or
substantially all of the Company's assets.
This Amendment shall be effective as of July 15, 1998. In the
event that the Company is party to an agreement with respect to a
transaction that is intended to qualify for "pooling of interests"
accounting treatment, then (A) this Amendment shall, to the extent
practicable, be interpreted so as to permit such accounting treatment,
and (B) to the extent that the application of clause (A) above does
not preserve the availability of such accounting treatment, then the
Company shall have the unilateral right to rescind or amend this
Amendment to the extent necessary to enable the Company s accountants
to issue a pooling opinion with respect to such transaction, and any
such rescission or amendment shall be effective as of the date hereof.
TECO ENERGY, INC.
By: ________________________
R. A. Dunn
Vice President-Human Resources
_________________________
Signature of Grantee
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