Exhibit 10(f)
FPL GROUP, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
FOR DENNIS P. COYLE
THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR DENNIS P. COYLE (the
"Plan") is adopted by the Compensation Committee of the Board of Directors
of FPL Group, Inc. ("Group") this 15th day of November, 1993.
W I T N E S S E T H T H A T:
WHEREAS, Group desires to establish a supplemental executive
retirement plan for the benefit of Dennis P. Coyle to provide retirement
benefits on his behalf in addition to those benefits available under
Group's retirement plans; and
WHEREAS, Group intends that this plan be considered an unfunded
agreement that is maintained primarily to provide deferred compensation to
a member of a select group of management or highly compensated employees of
Group or its affiliates, for purposes of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA");
NOW, THEREFORE, in consideration of the premises herein contained, it
is hereby agreed as follows:
ARTICLE I
DEFINITIONS
The following words, when used herein shall have the meaning indicated
unless the context indicates otherwise:
1.01 "Adjusted Years of Service" shall mean Years of Service multiplied
by two.
1.02 "Agreement" or "Plan" shall mean the plan as is set forth in this
document as it may be amended from time to time. This agreement
shall be known as the FPL Group, Inc. Supplemental Executive
Retirement Plan for Dennis P. Coyle.
1.03 "Beneficiary" shall mean the Beneficiary designated under the
applicable Retirement Plan with respect to which benefits hereunder
are paid, except that the Participant may designate a Beneficiary
hereunder by delivering to Group a written designation of Beneficiary
specifically made with respect to this Plan.
1.04 "Benefit Restoration Plan" shall mean the FPL Group, Inc. Benefit
Restoration Plan as amended from time to time.
1.05 "Board" shall mean the Board of Directors of FPL Group, Inc.
1.06 "Change of Control" shall have the meaning set forth in Section
5.09 of the Plan.
1.07 "Code" shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time, and the rules and regulations promulgated
thereunder.
1.08 "Committee" shall mean the Compensation Committee of the Board or
any such other committee designated by the Board, which shall
consist of at least three members of the Board.
1.09 "Compensation" shall mean compensation as defined in the
respective Retirement Plans, plus, to the extent not otherwise
included, (i) any bonus awarded under the Annual Incentive Plan
maintained by Group, (ii) any salary deferred under the FPL Group,
Inc. Deferred Compensation Plan, and (iii) any amounts contributed
by Group pursuant to a salary reduction agreement which are not
includible in the gross income of the Participant under Code
Sections 125, 402(e)(3), or 402(h). The term "Compensation" shall
not include (a) amounts received as fringe benefits irrespective of
the includability of such amounts in the Participant's Form W-2
(other than salary reduction contributions described in clause (iii)
above), and (b) amounts received under the FPL Group, Inc. Long Term
Incentive Plan of 1985 or any successor Long Term Incentive Plan.
1.10 "Effective Date" shall mean January 1, 1994.
1.11 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
1.12 "Group" shall mean FPL Group, Inc.
1.13 "Participant" shall mean Dennis P. Coyle.
1.14 "Retirement Plans" shall mean the FPL Group Employee Pension Plan
(the "Pension Plan") and the FPL Group Employee Thrift Plan (the
"Thrift Plan"), as they may be amended from time to time, or other
qualified retirement plan or plans Group may from time to time
sponsor or maintain.
1.15 "Total and Permanent Disability" shall have the meaning set forth
in the Long Term Disability Plan for Employees of FPL Group and
Affiliates.
1.16 "Years of Service" shall mean "Vesting Years of Service" as
defined in the Pension Plan.
ARTICLE II
ELIGIBILITY
2.01 Eligibility - Eligibility to participate and receive a benefit
under this Plan shall be limited exclusively to the Participant
and his Beneficiary.
ARTICLE III
BENEFITS, FORM OF PAYMENT
3.01 Benefits - Subject to Section 3.04, the benefits under this Plan
to which the Participant or his Beneficiary shall be entitled,
shall be an amount equal to the difference, if any, between (a)
and (b), where:
(a) is the benefit to which the Participant would be entitled under
the Retirement Plans if such benefits were computed (i) as if
benefits under such plans were based upon the Participant's
Compensation and Adjusted Years of Service, (ii) without the
annual compensation limitation imposed by Section 401(a)(17) of
the Code, and (iii) without the restrictions or the limitations
imposed by Section 415 of the Code, as now or hereafter in
effect; and
(b) is the amount of benefits payable to the Participant or
Beneficiary under the Retirement Plans, the Benefit Restoration
Plan, and any other supplemental executive retirement plan for
which the Participant may be eligible.
3.02 Payment of Benefits -
(a) The payment of benefits to which the Participant or his
Beneficiary are entitled under this Plan shall be paid at the
same time and in the same manner as the Participant's benefits
under each of the Retirement Plans to which his benefits under
this Plan relate, unless otherwise agreed by the Participant
and the Committee, and except as provided in Subsection
3.04(b). Any optional form of benefits agreed upon shall be
the actuarial equivalent (within the meaning of the Pension
Plan or, if there is no Pension Plan, such other qualified
defined benefit plan or plans as Group may from time to time
adopt) of the benefits otherwise payable under this Plan.
(b) Nothing contained in this Plan is intended to give or shall
give any spouse or former spouse of the Participant or any
other person any right to benefits under the Plan by virtue of
Code Sections 401(a)(11) or 417 or ERISA Section 205 (relating
to qualified preretirement survivor annuities and qualified
joint and survivor annuities) or Code Section 401(a)(13)(B)
or 414(p) or ERISA Section 206(d)(3) (relating to qualified
domestic relations orders), as amended.
3.03 Transfer of Employment - The benefits of the Participant in this
Plan shall be determined under Section 3.01 as if the Participant's
employment with an affiliate of Group was performed for Group. If
the first sentence of this Section 3.03 applies to the Participant
and such Participant is not a participant in a Retirement Plan, then
for purposes of this Plan, Retirement Plan with respect to such
Participant shall include any similar plan sponsored by an
affiliate of Group in which the Participant participates.
3.04 Vesting; Forfeiture of Benefits -
(a) Except as provided in Subsection (b) of this Section 3.04,
if the Participant's employment with Group and all of its
affiliates is terminated (whether such termination is
initiated by the Participant, Group or its affiliates, and
without regard to the reason therefor) before the
Participant attains age 62, no benefits shall be payable
hereunder.
(b) If the Participant's employment with Group is terminated as a
result of death, Total and Permanent Disability, or a Change
of Control (irrespective of whether such termination is
initiated by the Participant, Group or its affiliates, and
without regard to the reason therefor), all benefits hereunder
shall become fully vested and shall be paid to the Participant
or his Beneficiary, as the case may be, at the option of the
Participant (or if the Participant is deceased, such
Beneficiary) in a lump sum or in quarterly installments over
a period not exceeding 10 years, with either form of payment
commencing no later than three months from and after
the occurrence of such event.
ARTICLE IV
ADMINISTRATION, AMENDMENTS AND TERMINATION:
RIGHTS AGAINST THE COMPANY
4.01 Administration - The Committee shall administer and
interpret this Plan in accordance with the provisions of
the Plan. Any determination or decision by the Committee shall
be conclusive and binding on all persons who at any time have,
have had, or may have a claim to any interest whatever under
this Plan.
4.02 Liability of Committee; Indemnification - To the extent
permitted by law, no member of the Committee shall be liable
to any person for any action taken or omitted in connection with
the interpretation and administration of this Plan unless
attributable to his own gross negligence or willful
misconduct. Group shall indemnify the members of the Committee
against any and all claims, losses, damages, expenses, including
any counsel fees, incurred by them, and any liability, including
any amounts paid in settlement with their approval, arising from
their action or failure to act, except when the same is judicially
determined to be attributable to their gross negligence or willful
misconduct.
4.03 Amendment - The Committee, with the approval of the Board, shall
have the right to amend this Plan at any time and from time to time,
including a retroactive amendment, by resolution adopted by each
of them. Any such amendment shall become effective upon the date
stated therein, and shall be binding on the Participant, except as
otherwise provided in such amendment; provided, however, that
said amendment shall not affect benefits adversely to the
Participant or Beneficiary where the cause giving rise to such
benefit (e.g., retirement) has already occurred. For purposes of
this Plan, A Change of Control shall constitute a cause
having occurred which gives rise to the Participant's
and/or his Beneficiary's benefits hereunder, and such benefits
shall not be adversely affected.
4.04 Termination of the Plan - Group has established this Plan
with the bona fide intention and expectation that from year
to year it will deem it advisable to continue it in effect.
However, the Board, in its sole discretion, reserves the right to
terminate the Plan in its entirety at any time. In such event,
benefits shall not be affected where the cause giving rise to
such benefit (e.g., retirement, Change of Control) has already
occurred; all other benefits accrued hereunder shall immediately
be forfeited.
4.05 Rights Against Group - The establishment of this Plan shall not
be construed as giving to the Participant, his Beneficiary, or
any person whomsoever any legal, equitable or other rights against
Group or its affiliates, or their officers, directors, agents or
shareholders, or as giving to the Participant, his Beneficiary,
or any person whomsoever any equity or other interest in the
assets, business or shares of Group or its affiliates' stock, or
giving the Participant the right to be retained in the employment
of Group or its affiliates. The Participant shall be subject to
discharge to the same extent he would have been if this Plan had
never been adopted.
4.06 Expenses - The cost of this Plan and the expenses of administering
the Plan shall be borne by Group.
ARTICLE V
GENERAL AND MISCELLANEOUS
5.01 Spendthrift Clause - No right, title or interest of any
kind in the Plan shall be transferable or assignable by the
Participant or Beneficiary or be subject to alienation,
anticipation, encumbrance, garnishment, attachment, execution or
levy of any kind, whether voluntary or involuntary nor subject
to the debts, contracts, liabilities, engagements, or torts of the
Participant or Beneficiary. Any attempt to alienate, sell, transfer,
assign, pledge, garnish, attach or otherwise subject to legal or
equitable process or encumber or dispose of any interest in the
Plan shall be void.
5.02 Severability - In the event that any provision of this Plan shall
be declared illegal or invalid for any reason, said illegality
or invalidity shall not affect the remaining provisions of this
Plan but shall be fully severable and this Plan shall be construed
and enforced as if said illegal or invalid provision had never
been inserted herein.
5.03 Construction - The article and section headings and numbers are
included only for convenience of reference and are not to be
taken as limiting or extending the meaning of any of the terms
and provisions of this Plan. Whenever appropriate, words used in
the singular shall include the plural or the plural may be read
as the singular. When used herein, the masculine gender includes
the feminine gender.
5.04 Governing Law - The validity and effect of this Plan and the
rights and obligations of all persons affected hereby shall be
construed and determined in accordance with the laws of the State
of Florida unless superseded by federal law.
5.05 Funding - Group is not required to fund this Plan,
however, it may do so in its discretion. The benefits payable to
the Participant or his Beneficiary may be made from the general
assets of the Employer or from such other assets earmarked,
deposited, or otherwise set aside to fund benefits under this
Plan. Except to the extent assets are earmarked, set aside, or
deposited to fund benefits under this Plan, which assets are
not subject to the claims of general creditors of Group or
its affiliates, the Participant's (or his Beneficiary's) right
to receive benefits from Group shall be no greater than the
right of any unsecured general creditor of Group or its
affiliates, and the Participant (and his Beneficiary) shall not
have any security interest in any benefits provided under this Plan.
5.06 Top Hat Plan - It is Group's intention that this Plan be construed
as an unfunded, nonqualified deferred compensation plan maintained
for a select group of management or highly compensated employees
within the meaning of Section 201(2) of the ERISA.
5.07 Payment Due an Incompetent - If the Committee receives
evidence that the Participant or Beneficiary entitled to receive
any payment under the Plan is physically or mentally incompetent
to receive any payment the Committee may, in its sole discretion,
direct the payment to any other person or trust which has been
legally appointed by the courts.
5.08 Taxes - Participant acknowledges that all amounts payable
hereunder shall be reduced by any and all federal, state and
local taxes imposed upon the Participant or his Beneficiary which
are required to be paid or withheld by Group.
5.09 Change of Control - For purposes of this Plan, a Change of Control
shall mean:
(a) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of common stock of
Group (the "Outstanding Group Common Stock") or (ii) the
combined voting power of the then outstanding voting
securities of Group entitled to vote generally in the election
of directors (the "Outstanding Group Voting Securities");
provided, however, that the following acquisitions shall not
constitute a Change of Control: (i) any acquisition by Group
or any or its subsidiaries, (ii) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by Group or any of its subsidiaries or (iii) any
acquisition by any corporation with respect to which,
following such acquisition, more than 75% of, respectively,
the then outstanding shares of common stock of such
corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding Group
Common Stock and Outstanding Group Voting Securities
immediately prior to such acquisition in substantially the
same proportions as their ownership, immediately prior to
such acquisition, of the Outstanding Group Common Stock and
Outstanding Group Voting Securities, as the case may be;
or
(b) Individuals who, as of the date hereof, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Group's
shareholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of either an actual or threatened solicitation to which
Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act applies or other actual or threatened
solicitation of proxies or consents; or
(c) Approval by the shareholders of the Group of the
reorganization, merger or consolidation, in each case, with
respect to which all or substantially off of the individuals
and entities who were the beneficial owners, respectively, of
the Outstanding Group Common Stock and Outstanding Group
Voting Securities immediately prior to such reorganization,
merger or consolidation do not, following such reorganization,
merger or consolidation, beneficially own, directly or
indirectly, more than 75% of, respectively, the then
outstanding shares of common stock and the combined voting
power of the then outstanding voting securities entitled
to vote generally in the election of directors, as the case
may be, of the corporation resulting from such reorganization,
merger or consolidation in substantially the same proportions
as their ownership, immediately prior to such reorganization,
merger or consolidation of the Outstanding Group Common
Stock and Outstanding Group Voting Securities, as the case
may be; or
(d) Approval by the shareholders of Group of (i) a
complete liquidation or dissolution of Group or (ii) the
sale or other disposition of all or substantially all of the
assets of Group, other than to a corporation, with respect to
which following such sale or other disposition, more than 75%
of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding
Group Common Stock and Outstanding Group Voting Securities
immediately prior to such sale or other disposition in
substantially the same proportion as their ownership,
immediately prior to such sale or other disposition, of
the Outstanding Group Common Stock and Outstanding Group
Voting Securities, as the case may be.
The term "the sale or disposition by Group of all or
substantially all of the assets of Group" shall mean a sale
or other disposition transaction or series of related
transactions involving assets of Group or of any direct
or indirect subsidiary of Group (including the stock of
any direct or indirect subsidiary of the Group) in which
the value of the assets or stock being sold or otherwise
disposed of (as measured by the purchase price being paid
therefor or by such other method as the Board determines is
appropriate in a case where there is no readily
ascertainable purchase price) constitutes more than
two-thirds of the fair market value of Group (as hereinafter
defined). The "fair market value of the Group" shall be
the aggregate market value of the then Outstanding Group
Common Stock (on a fully diluted basis) plus the aggregate
market value of the Group's other outstanding equity
securities. The aggregate market value of the shares of
Outstanding Group Common Stock shall be determined by
multiplying the number of shares of Outstanding Group
Common Stock (on a fully diluted basis) outstanding on the
date of the execution and delivery of a definitive agreement
with respect to the transaction or series of related
transactions (the "Transaction Date") by the average
closing price of the shares of Outstanding Group Common
Stock for the ten trading days immediately preceding the
Transaction Date. The aggregate market value of any other
equity securities of Group shall be determined in a manner
similar to that prescribed in the immediately preceding
sentence for determining the aggregate market value of
the shares of Outstanding Group Common Stock or by such
other method as the Board shall determine is appropriate.
5.10 Indemnity Upon Change of Control. If upon a Change of
Control it becomes necessary for the Participant (or his
Beneficiary) to institute a claim, by litigation or otherwise,
to enforce his rights under this Plan, Group (and its successors
and assigns) shall indemnify such Participant (or his
Beneficiary) from and against all costs and expenses, including
legal fees, incurred by him in instituting and maintaining
such claim.
5.11 Successors. This Plan shall be binding upon Group and
its successors and assigns, and the Participant, his Beneficiary,
successors, heirs, executors, administrators and beneficiaries.
5.12 Effect on Benefits under other Plans. Any benefits payable
under this Plan shall not be considered salary or other
compensation to the Participant for the purposes of computing
benefits to which he may be entitled under the Retirement Plans,
the Benefit Restoration Plans, any other supplemental executive
retirement plans, or any other employee benefit plan
established or maintained by Group or its affiliates, and nothing
in this Plan shall operate or be construed in any way to modify,
amend or affect the terms and provisions of such plans, except
to the extent provided in such plans.
IN WITNESS WHEREOF, the Compensation Committee of the Board of
Directors has caused this Plan to be signed by its duly appointed officer
as of the day and year first written above.
FPL GROUP, INC.
By ___________________________
Lawrence J. Kelleher
Vice President, Human Resources