Exhibit 10.3
TECO ENERGY, INC.
1996 EQUITY INCENTIVE PLAN
1998 Amendment to Nonstatutory Stock Options
TECO Energy, Inc. (the "Company") hereby amends all outstanding
grants to ______________ of nonstatutory stock options and limited
stock appreciation rights under the Company's 1996 Equity Incentive
Plan (including those granted under its predecessor, the 1990 Equity
Incentive Plan) as set forth below.
The first sentence of the second paragraph of Section 3, entitled
Limited Stock Appreciation Rights, is hereby amended to replace the
phrase "a cash payment" with the phrase "shares of Common Stock with a
value (based on the average of the high and low trading prices on the
New York Stock Exchange on the day prior to exercise)", so that such
Section 3 shall read as follows:
3. Limited Stock Appreciation Rights. The Company grants
to the Optionee a limited stock appreciation right (a
"Limited Right") with respect to each share subject to an
option to purchase hereunder (the "Related Option"). Upon
exercise of a Limited Right, the Related Option will
terminate, and upon exercise of a Related Option, the
corresponding Limited Right will terminate. Limited Rights
will be exercisable to the same extent and upon the same
terms as the Related Options, except that a Limited Right
may be exercised only during a 90-day period beginning on
the first day following a Change in Control, as defined
below, and if the Optionee is a Reporting Person, no Limited
Right may be exercised within six months after the date
hereof.
Upon exercise of a Limited Right, the Optionee will be
entitled to receive shares of Common Stock with a value
(based on the average of the high and low trading prices on
the New York Stock Exchange on the day prior to exercise)
equal to the excess of (i) the highest per share price paid
for shares of Common Stock in the transaction constituting a
Change in Control as described in subsections (a), (c) or
(d) below, or in the case of a Change in Control described
in subsection (b) below which does not occur in connection
with such a transaction, the average trading price of shares
of Common Stock on the New York Stock Exchange, such other
national securities exchange on which such shares are
admitted to trade or the National Association of Securities
Dealers Automated Quotation System, during the thirty-day
period ending on the date immediately preceding the Change
of Control over (ii) the exercise price per share of the
Related Option.
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For purposes of this Option, 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:
(a) 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 the combined voting
power of the Company's then outstanding securities;
(b) during any period of twenty-four (24) consecutive
months (not including any period prior to the date of this
Option), 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 (a), (c) or (d) of this
Section 3) 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;
(c) 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
i n 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
e n t ity 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
(d) the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the
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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.
TECO ENERGY, INC.
By: ______________________
David E. Schwartz
Secretary
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