Exhibit 10b
AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT to Employment Agreement (the "Amendment") is dated
as of May 7, 2001 between FPL Group, Inc., a Florida corporation (the
"Company"), and Thomas F. Plunkett (the "Executive").
WHEREAS, the Company and the Executive are parties to that certain
Employment Agreement dated as of May 10, 1999 (the "Agreement"); and
WHEREAS, pursuant to its terms, the Agreement became effective as
a result of the change of control of the Company (as defined in Section 2
thereof) that occurred on December 15, 2000; and
WHEREAS, pursuant to Section 14 of the Agreement the parties may
amend the Agreement by written agreement executed by the parties; and
WHEREAS, the parties desire to amend the Agreement pursuant to the
terms and conditions hereof, effective as of June 4, 2001 (the "Amendment
Effective Date");
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements herein contained, the Company and the Executive
hereby amend the Agreement as follows:
1. Shortened Employment Period. Section 3 of the Agreement
is hereby revised in its entirety to read as follow:
Employment Period. The Company hereby agrees to continue
the Executive in its employ and the Executive hereby agrees to remain in
the employ of the Company for a period commencing on the Effective Date and
ending on November 30, 2001 (the "Employment Period"). Notwithstanding the
foregoing, during the period beginning June 4, 2001 and ending on November
30, 2001 (the "Expiration Date"), the Company will permit the Executive to
perform his services for the Company at his principal residence, provided,
however, that the Executive understands and agrees that the Company may
require him to perform his services for the Company at its headquarters
from time to time, as needed.
2. Resignation Without Good Reason. The Executive hereby
acknowledges that his resignation from his employment with the Company as
of the Expiration Date is without Good Reason (as defined in Subsection
6(c) of the Agreement).
3. Payments and Benefits Upon Resignation Without Good
Reason. Effective as of the Expiration Date, the Company and the Executive
agree that the Executive shall not be entitled to the payments and benefits
set forth in Subsections 7(a), (b) and (c) of the Agreement (relating to
payments and benefits upon Executive's death, disability, or termination
other than for Cause or resignation for Good Reason), but shall be entitled
to the payments and benefits set forth in Subsection 7(d) of the Agreement
(relating to payments and benefits as a result of a resignation without
Good Reason), except as follows:
(a) Vacation. Effective as of the Amendment
Effective Date, Subsection 5(i) of the Agreement (relating to vacation
benefits) is hereby deleted in its entirety, and the Executive hereby
agrees to forfeit any vacation benefits to which he otherwise would be
entitled under the Agreement or any other plan, policy, program, or
practice, absent this Amendment.
(b) Annual Bonus. Subsection 5(b) of the Agreement
(relating to annual bonuses) is hereby deleted in its entirety, and the
Executive hereby acknowledges and agrees that he may be awarded, in the
sole and absolute discretion of the Company, an annual bonus for the
portion of the Company's 2001 fiscal year during which he was employed.
(c) Welfare Benefits. Subsection 5(e) of the
Agreement (relating to health and other employee welfare benefits) is
hereby deleted in its entirety, and the Executive hereby acknowledges that
notwithstanding any provision of the Agreement to the contrary, he (i)
shall participate only in the Company's retiree health and retiree life
plans, and (ii) shall be eligible to participate, at his own expense, in
the Company's executive medical, dental, and vision plans in accordance
with Part 6 of Title I of the Employee Retirement Income Security Act of
1974 (commonly referred to as COBRA coverage).
(d) Long Term Incentive Awards. Subsection 5(c) of
the Agreement (relating to long term incentive awards) is hereby deleted in
its entirety. The Executive hereby agrees that all outstanding shareholder
value, performance share, restricted stock, and stock option awards to
which he would otherwise be entitled under the Company's Long Term
Incentive Plan, absent this Amendment, shall be cancelled and, in lieu of
such awards, Executive shall be paid $1,000,000 (One Million Dollars), less
any required tax withholding, on the Company payroll date coincident with
or immediately following the Expiration Date or as soon thereafter as is
administratively practicable.
(e) Other Benefits. Subsections 5(d) (relating to
the pension and thrift plans), (f) (relating to reimbursement of expenses),
(g) (relating to fringe benefits), and (h) (relating to office and support
staff) of the Agreement are hereby deleted in their entirety.
4. General Release. In exchange for the payments and
benefits described above, the Executive hereby agrees that on or about the
Expiration Date he shall execute a general release of all claims, actions,
causes of action and the like in a form and manner satisfactory to the
Company.
5. Effective Date. This Amendment shall be effective as of
the Amendment Effective Date, except as otherwise provided herein. In all
other respects, the Agreement shall remain unchanged by this Amendment.
EXECUTIVE
THOMAS F. PLUNKETT
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Thomas F. Plunkett
FPL GROUP, INC.
By: LAWRENCE J. KELLEHER
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Lawrence J. Kelleher, VP Human Resources