FirstEnergy Corp.
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Executive and Directors Incentive Compensation Plan
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Restricted Stock Agreement
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Award No.: 20
Number of Shares Awarded: ___ shares
Date of Grant: February 20, 2002
This Restricted Stock Agreement ("Agreement") is entered into as of February 20,
2002 between FirstEnergy Corp. ("FE") and ______________ ("Recipient").
AWARD
On February 17, 1998, The Board of Directors ("Directors") of FE adopted the FE
Executive and Director Incentive Compensation Plan ("Plan"), which was approved
by the common stock shareholders on April 30, 1998, and became effective May 1,
1998. As of the date of this Agreement, per the terms of the Plan, FE grants to
the Recipient the above number of restricted shares of FE Common Stock
("Restricted Shares") per the terms and conditions of Article 8 of the Plan.
GENERAL TERMS
This Agreement is subject to the following terms and conditions as outlined in
the Plan:
Restricted Period
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1. Restricted Shares shall not be sold, transferred, pledged, or
assigned, until the earliest of:
a) 5:00 p.m. Akron Time on February 20, 2006;
b) The date of the Recipient's death;
c) The date that the Recipient's employment is terminated due to
Disability;
d) The date that a Change in Control occurs.
Registration and Certificate Legend
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FE shall register a certificate(s) in the name of the Recipient for the number
of Restricted Shares specified above. Each certificate will bear the following
legend until the time that the restrictions lapse:
"The sale or transfer of the shares of stock represented by this
certificate, whether voluntary, involuntary, or by operation of law, is
subject to certain restrictions on transfer set forth in the Executive and
Director Incentive Compensation Plan of the FirstEnergy Corp., in the
rules and administrative procedures adopted pursuant to such Plan, and in
a Restricted Stock Agreement dated February 20, 2002. A copy of the Plan,
such rules and procedures, and such Restricted Stock Agreement may be
obtained from the Corporate Secretary of FirstEnergy Corp."
Forfeiture
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Recipient shall forfeit the Restricted Shares upon the occurrence of the
following events:
- - Termination of employment with FE or its subsidiaries for any reason other
than death, Disability, involuntary termination under conditions in which
the Recipient qualifies for and elects benefits under the FE Severance
Benefits Plan, or unless the restrictions are waived or modified in the
sole discretion of the Committee.
- - Any attempt to sell, transfer, pledge, or assign the Restricted Shares in
violation of the above.
Under the occurrence of any of the above, the Restricted Shares shall be
forfeited to FE and the Recipient's interest in the Restricted Shares, including
the right to vote and receive dividends, shall terminate immediately.
Voting and Dividend Rights
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Subject to the above restrictions, the Recipient shall be entitled to all other
rights of ownership, including, but not limited to, the right to vote the
Restricted Shares and to receive dividends. Dividends will be automatically
reinvested in restricted shares that are subject to the same restrictions above.
Expiration of Restricted Period
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Upon termination of the restricted period, Recipient shall be entitled to have
the legend removed from the certificate. FE's obligation to remove the legend is
subject to Recipient making the necessary arrangements with FE to satisfy any
withholding obligations.
Effect on the Employment Relationship
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Nothing in this Agreement guarantees employment with FE, nor does it confer any
special rights or privileges to the Optionee as to the terms of employment.
Adjustments
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In the event of any merger, reorganization, consolidation, recapitalization,
separation, liquidation, stock dividend, stock split, combination, distribution,
or other change in corporate structure of FE affecting the Common Stock, the
Committee will adjust the number and class of securities in this restricted
stock grant in a manner determined appropriate to prevent dilution or diminution
of the stock grant under this Agreement.
Administration
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1. The administration of this Agreement and the Plan will be performed in
accordance with Article 3 of the Plan. All determinations and decisions
made by the Committee, the Board, or any delegate of the Committee as to
the provisions of the Plan shall be final, conclusive, and binding on all
persons.
2. The terms of this Agreement are governed at all times by the official text
of the Plan and in no way alter or modify the Plan.
3. If a term is capitalized but not defined in this Agreement, it has the
meaning given to it in the Plan.
4. To the extent a conflict exists between the terms of this Agreement and the
provisions of the Plan, the provisions of the Plan shall govern.
5. This Agreement is governed by the laws of the State of Ohio without giving
effect to the principles of the conflicts of laws.
FirstEnergy Corp.
By _____________________________
Corporate Secretary
I acknowledge receipt of this Restricted Stock Agreement and I accept and
agree with the terms and conditions stated above.
____________________________________
_______________________ (Signature of Recipient)
(Date)