Exhibit 10(k)
PPL CORPORATION
INCENTIVE COMPENSATION PLAN
EFFECTIVE JANUARY 1, 1987
Amended and Restated effective February 14, 2000
PPL CORPORATION
INCENTIVE COMPENSATION PLAN
EFFECTIVE JANUARY 1, 1987
TABLE OF CONTENTS
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SECTION PAGE
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1 Purpose ............................................................................... 1
2 Definitions............................................................................ 1
(a) Affiliated Company or Affiliated Companies..................................... II-1
(b) Award.......................................................................... II-1
(c) Board.......................................................................... II-1
(d) Cause.......................................................................... II-1
(e) Change in Control.............................................................. II-2
(f) Code........................................................................... II-3
(g) Committee...................................................................... II-4
(h) Common Stock................................................................... II-4
(i) Date of Grant.................................................................. II-4
(j) Disability or Disabled......................................................... II-4
(k) Eligible Employee.............................................................. II-4
(l) Exchange Act................................................................... II-4
(m) Fair Market Value.............................................................. II-4
(n) Good Reason.................................................................... II-5
(o) Incentive Stock Option......................................................... II-8
(p) Option or Stock Option......................................................... II-9
(q) Other Stock-Based Award........................................................ II-9
(r) Participant.................................................................... II-9
(s) Performance-Based Award........................................................ II-9
(t) Person......................................................................... II-9
(u) Plan........................................................................... II-9
(v) Potential Change in Control.................................................... II-9
(w) PPL............................................................................ II-10
(x) PPL Corporation................................................................ II-10
(y) Restricted Stock............................................................... II-10
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(z) Restriction Period................................................................ II-10
(aa) Retirement........................................................................ II-10
(bb)
Termination............................................................................. II-10
3 Effective Date and Duration............................................................. 7
4 Administration of the Plan.............................................................. 7
5 Grant of Awards and Limitation of Number of Shares Awarded.............................. 8
6 Eligibility............................................................................. 8
7 Restricted Stock........................................................................ 9
8 Stock Options........................................................................... 10
9 Amendment of the Plan................................................................... 14
10 Miscellaneous Provisions................................................................ 14
11 Other Stock-Based Awards................................................................ 18
PPL CORPORATION
INCENTIVE COMPENSATION PLAN
SECTION 1. PURPOSE.
The purpose of the PPL Corporation Incentive Compensation Plan (the
"Plan") is to provide a method whereby officers and other key employees of PPL
Corporation, PPL Electric Utilities Corporation and other Affiliated Companies
may be awarded additional remuneration in a manner which increases their
ownership interest, aligns their interest with that of shareowners and
encourages them to remain in the employ of PPL Corporation or an Affiliated
Company.
The Plan was originally adopted byPPL Electric Utilities Corporation,
effective January 1, 1987, and at that time was named the Pennsylvania Power &
Light Company Incentive Compensation Plan. Sponsorship of the Plan is now being
assumed by PPL Corporation and the Plan is hereby renamed as the PPL Corporation
Incentive Compensation Plan.
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SECTION 2. DEFINITIONS.
The following definitions are applicable to the Plan:
(a) "Affiliated Company" or "Affiliated Companies" shall mean any
parent or subsidiaries of PPL Corporation (or companies under common control
with PPL Corporation) which are members of the same controlled group of
corporations (within the meaning of Section 1563(a) of the Code) as PPL
Corporation or are companies under common control with PPL Corporation (within
the meaning of Section 414(c) of the Code).
(b) "Award" means, individually or collectively, Options, Restricted
Stock or other Stock-Based Award granted hereunder.
(c) "Board" means the Board of Directors of PPL Corporation.
(d) "Cause" for termination by PPL Corporation or an Affiliated Company
of a Participant's employment means (i) the willful and continued failure by
Participant to substantially perform Participant's duties with PPL Corporation
or an Affiliated Company (other than any such failure resulting from
Participant's incapacity due to physical or mental illness or, if applicable,
any such actual or anticipated failure after the issuance of any "Notice of
Termination for Good Reason" by the Participant pursuant to any severance
agreement between Participant and PPL Corporation or an Affiliated Company)
after a written demand for substantial performance is delivered to Participant
by the Board, which demand specifically identifies the manner in which the Board
believes that Participant has not substantially performed Participant's duties,
or (ii) the willful engaging by Participant in
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conduct which is demonstrably and materially injurious to PPL Corporation or an
Affiliated Company, monetarily or otherwise. For purposes of clauses (i) and
(ii) of this definition, (x) no act or failure to act, on Participant's part
shall be deemed "willful" unless done, or omitted to be done, by Participant not
in good faith and without reasonable belief that Participant's act, or failure
to act, was in the best interest of PPL Corporation or an Affiliated Company and
(y) in the event of a dispute concerning the application of this provision, no
claim by PPL Corporation or an Affiliated Company that Cause exists shall be
given effect unless PPL Corporation or the Affiliated Company establishes to the
Board by clear and convincing evidence that Cause exists.
If at the time of determination, a Participant is employed by an
Affiliated Company, for purposes of this definition, the board of directors of
such Affiliated Company shall be substituted for the Board.
(e) "Change in Control" means the occurrence of any one of the
following events: (i) any change in the control of PPL Corporation of a nature
that would be required to be reported in response to Item 1(a) of Form 8-K
under the Exchange Act; (ii) during any period of not more than two consecutive
years, individuals who at the beginning of such period constitute the Board and
any new director (other than a director designated by a Person who has entered
into an agreement with PPL Corporation to effect a transaction described in
clause (i), (iii) or (iv) of this paragraph) whose election by the Board or
nomination for election by PPL Corporation's shareowners was ap proved or
recommended by a vote of at least two-thirds (2/3) of the directors then still
in office who
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either were directors at the beginning of the period or whose election or
nomination for election was previously so approved or recommended, cease for any
reason to constitute at least a majority thereof; (iii) any Person becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of PPL Corporation representing 20% or more of the
combined voting power of PPL Corporation's then outstanding securities entitled
to vote generally in the election of directors; (iv) the consummation of any
merger or consolidation of PPL Corporation with any other corporation or a plan
of complete liquidation of PPL Corporation or the sale or other disposition of
all or substantially all of the assets of PPL Corporation to any other person or
persons unless, after giving effect thereto, (a) holders of PPL Corporation's
then outstanding securities entitled to vote generally in the election of
directors will own a majority of the outstanding stock entitled to vote gener
ally in the election of directors of the continuing, surviving or transferee
corporation or any parent (within the meaning of Rule 12b-2 under the Exchange
Act) thereof and (b) the incumbent members of the Board as constituted
immediately prior thereto shall constitute at least a majority of the directors
of the continuing, surviving or transferee corporation and any parent thereof;
or (v) the Board adopts a resolution to the effect that a "Change in Control"
has occurred or is anticipated to occur.
(f) "Code" means the Internal Revenue Code of 1986, as may be amended
from time to time. Reference in the Plan to any section of the Code shall be
deemed to include any amendments or successor provisions to such section and any
regulations
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promulgated thereunder.
(g) "Committee" means two or more non-employee directors, unless
otherwise determined by the Board, who have been designated by the Board to act
as the Committee and qualify as non-employee directors under the Exchange Act
and outside directors under Section162(m) of the Code.
(h) "Common Stock" means the common stock of PPL Corporation.
(i) "Date of Grant" means the date on which the granting of an Award is
authorized by the Committee or such later date as may be specified by the
Committee in such authorization.
(j) "Disability" or "Disabled" means the inability of the Participant
to perform each and every duty pertaining to the Participant's regular
occupation by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than six months.
(k) "Eligible Employee" means any person employed by PPL Corporation or
an Affiliated Company on a regularly scheduled basis during any portion of a
period for which an Award can be made and who satisfies all of the requirements
of Section 6.
(l) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time. Reference in this Plan to any section of the
Exchange Act shall be deemed to include any amendments or successor provisions
to such section and any rules promulgated thereunder.
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(m) "Fair Market Value" means the average of the high and low sale
prices of the Common Stock as reflected in the New York Stock Exchange Composite
Transactions on the date as of which Fair Market Value is being determined or,
if no Common Stock is traded on the date as of which Fair Market Value is being
determined, Fair Market Value shall be the average of the high and low sale
prices of the Common Stock as reflected in the New York Stock Exchange Composite
Transactions on the next preceding day on which the Common Stock was traded.
(n) "Good Reason" for termination of Participant's employment with PPL
Corporation or an Affiliated Company by such Participant means the occurrence
(without Participant's express written consent) after a Change in Control or
after a Potential Change in Control (treating all references to a "Change in
Control" in paragraphs (a) through (g), below, as including references to a
"Potential Change in Control" to the extent appropriate), of any one of the
following acts or failures to act, by PPL Corporation or an Affiliated Company:
(i) the assignment to Participant of any duties inconsistent with
Participant's status as an executive officer or key employee of PPL
Corporation or an Affiliated Company or a substantial adverse alteration
in the nature or status of Participant's responsibilities from those in
effect immediately prior to a Change in Control;
(ii) a reduction by PPL Corporation or an Affiliated Company of
Participant's annual base salary as in effect immediately prior to date
the
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Change of Control or Potential Change of Control occurs or as the same
may be increased from time to time, except that across-the-board
decreases uniformly affecting management, key employees and salaried
employees of PPL Corporation or an Affiliated Company, or the business
unit in which Participant is then employed shall not be treated as Good
Reason;
(iii) the relocation of Participant's principal work location to a
location more than 30 miles from such work location immediately prior to
a Change in Control, or PPL Corporation's or an Affiliated Company's
requiring the Participant to be based anywhere other than such principal
place of employment (or permitted relocation thereof) except for
required travel on PPL Corporation's or an Affiliated Company's business
to an extent substantially consistent with the Participant's present
business travel obligations as in effect immediately prior to the Change
in Control;
(iv) the failure by PPL Corporation or an Affiliated Company to pay
to Participant any portion of Participant's current compensation or to
pay to Participant any portion of an installment of deferred
compensation under any deferred compensation program of PPL Corporation
or an Affiliated Company, within seven (7) days of the date such
compensation is due, except for across-the-board compensation deferrals
uniformly affecting management, key employees and salaried employees of
PPL Corporation or an Affiliated Company, or the business unit in which
Participant is then employed;
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(v) the failure by PPL Corporation or an Affiliated Company to
continue in effect any compensation or benefit plan in which Participant
participates immediately prior to a Change in Control which is material
to Participant's total compensation, or any substitute plans adopted
prior to a Change in Control, unless an equitable arrangement (embodied
in an ongoing sub stitute or alternative plan) has been made with
respect to such plan, or the failure by PPL Corporation or Affiliated
Company to continue Participant's participation therein (or in such
substitute or alternative plan) on a basis not materially less
favorable, both in terms of the amount or timing of payment of benefits
provided and the level of Participant's participation relative to other
participants, as existed immediately prior to the Change in Control,
(vi) the failure by PPL Corporation or an Affiliated Company to
continue to provide Participant with benefits substantially similar to
those enjoyed by Participant under any of PPL Corporation's or an
Affiliated Company's pension, retirement, savings, life insurance,
medical, health and accident, or disability plans in which Participant
was participating immediately prior to a Change in Control, except for
across-the-board changes to any such plans uniformly affecting all
participants in such plans, the taking of any action by PPL Corporation
or an Affiliated Company which would directly or indirectly materially
reduce any of such benefits or deprive Participant of any material
fringe benefit enjoyed by Participant immediately prior to a Change in
Control,
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or the failure by PPL Corporation or an Affiliated Company to provide
Participant with the number of paid vacation days to which Participant
is entitled on the basis of years of service with PPL Corporation or an
Affiliated Company in accordance with PPL Corporation's or an Affiliated
Company's normal vacation policy in effect at the time of the Change in
Control; or
(vii) any purported termination of the Participant's employment
which is not effected in the manner required by any severance agreement
between the Participant and PPL Corporation or an Affiliated Company.
Participant's right to terminate his or her employment with PPL
Corporation or an Affiliated Company for Good Reason shall not be
affected by Participant's incapacity due to physical or mental illness.
Participant's continued employment shall not constitute consent to, or a
waiver of rights with respect to, any act or failure to act constituting
Good Reason hereunder.
For purposes of any determination regarding the existence of Good
Reason, any claim by the Participant that Good Reason exists shall be
presumed correct unless PPL Corporation or an Affiliated Company
establishes to the Board by clear and convincing evidence that Good
Reason does not exist. If at the time of any such determination, the
Participant is employed by an Affiliated Company, such determination
shall be made by the board of directors of such Affiliated Company,
rather than the Board.
(o) "Incentive Stock Option" means an incentive stock option within the
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meaning of Section 422 of the Code.
(p) "Option" or "Stock Option" means either an Incentive Stock Option
or a nonqualified stock option granted under Section 8 with respect to Common
Stock.
(q) "Other Stock-Based Award" means an award granted under Section 11.
(r) "Participant" means an Eligible Employee who has been granted an
Award under the Plan.
(s) "Performance-Based Award" means an Other Stock-Based Award granted
under Section 11.
(t) "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof;
provided, however, a Person shall not include (i) PPL Corporation or any of its
subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of PPL Corporation or any of its subsidiaries, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by the
shareowners of PPL Corporation in substantially the same proportions as their
ownership of stock of PPL Corporation.
(u) "Plan" means the PPL Corporation Incentive Compensation Plan, as
amended and restated.
(v) "Potential Change in Control" means the occurrence of any one of
the conditions set forth in the following clauses: (i) PPL Corporation enters
into an agreement, the consummation of which would result in the occurrence of a
Change in
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Control; (ii) any Person publicly announces an intention to take or to consider
taking actions which if consummated would constitute a Change in Control; (iii)
any Person is or becomes the beneficial owner, directly or indirectly, of
securities of PPL Corporation representing 5% or more of the combined voting
power of PPL Corporation then outstanding securities entitled to vote generally
in the election of directors; or (iv) the Board adopts a resolution to the
effect that, for purposes of this Plan, a Potential Change in Control has
occurred.
(w) "PPL" means PPL Electric Utilities Corporation (prior to February
14, 2000, PP&L, Inc.).
(x) "PPL Corporation" means PPL Corporation (prior to February 14,
2000, PP&L Resources, Inc.).
(y) "Restricted Stock" means Common Stock awarded to a Participant
under Section 7.
(z) "Restriction Period" means that period of time determined by the
Committee pursuant to Section 7B that a Restricted Stock Award is subject to a
restriction on its transfer.
(aa) "Retirement" means
(i) for a Participant who is entitled to benefits under the PPL
Retirement Plan, termination of employment with PPL Corporation and all
of its Affiliated Companies after satisfying the conditions for early
retirement, normal
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retirement or late retirement under such plan; or
(ii) for all other Participants, termination of employment with
PPL Corporation and all of its Affiliated Companies after (a) attaining
age 65, or (b) after attaining age 50, if the Committee, in its sole
discretion determines that such termination constitutes "Retirement" for
purposes of this Plan.
(bb) "Termination" means a Participant's resignation or discharge from
employment with PPL Corporation and all of its Affiliated Companies for any
reason other than death, Disability or Retirement.
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SECTION 3. EFFECTIVE DATE AND DURATION.
Upon the approval of the predecessor plan by the holders of a majority
of the shares of 4 1/2% Preferred Stock, Series Preferred Stock, Preference
Stock and Common Stock of PPL present (either in person or by proxy) at the 1987
Annual Meeting of shareowners, the predecessor plan became effective on January
1, 1987. This Plan was amended and restated effective as of January 1, 1999
upon the approval of the Plan by the holders of a majority of the shares of PPL
Corporation Common Stock present (either in person or by proxy) at the 1999
Annual Meeting of Shareowners. Awards of Incentive Stock Options may be made
under the Plan for a period of ten years after January 1, 1999. This Plan shall
continue in effect until all matters relating to the payment of Awards and the
administration of the Plan have been settled. The Plan was amended and restated
effective February 14, 2000 to recognize the change in corporate names of PPL
Corporation and PPL Electric Utilities Corporation.
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SECTION 4. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Committee. The Committee shall
have full power and authority to make Awards to Eligible Employees pursuant to
the provisions of the Plan, to interpret the provisions of the Plan and to
supervise the administration of the Plan and to delegate any of the foregoing
responsibilities to any Person, who, in its sole discretion, it deems
appropriate, provided such delegation is consistent with the requirements of
Section 162(m) of the Internal Revenue Code, if applicable.
All decisions made by the Committee pursuant to the provisions of the
Plan shall be final, conclusive and binding upon all parties affected thereby.
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SECTION 5. GRANT OF AWARDS AND LIMITATION
OF NUMBER OF SHARES AWARDED.
The Committee may, from time to time, grant Awards to one or more
Eligible Employees, provided that: (i) subject to any adjustment pursuant to
Section 10G and any limitation pursuant to Section 10H, the maximum number of
shares of Common Stock subject to Awards (including Incentive Stock Options)
shall not exceed annually 2% of the outstanding Common Stock of PPL Corporation
on the first day of each calendar year commencing on and after January 1, 1999;
(ii) the maximum number of Options awarded to any single Eligible Employee in
any calendar year shall not exceed 1.5 million shares; provided that any portion
of such maximum number of shares that has not been granted may be carried over
and used in any subsequent year; (iii) to the extent that an Award lapses or is
forfeited or the rights of the Participant to whom an Award was granted
terminate, any shares of Common Stock subject to such Award shall again be
available for the grant of an Award under the Plan; and (iv) shares delivered
under the Plan may be authorized and unissued Common Stock, Common Stock held in
the treasury of PPL Corporation or Common Stock purchased on the open market
(including private purchases) in accordance with applicable securities laws.
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SECTION 6. ELIGIBILITY.
A. Covered Employees. Officers and other key employees of PPL Corporation
or an Affiliated Company (including officers or employees who are members of the
Board or the Board of Directors of PPL Corporation and/or any Affiliated
Company, but excluding directors who are not officers or employees).
B. Selection of Participants. Subject to the provisions of the Plan, the
Committee shall from time to time select from the Eligible Employees those to
whom Awards shall be granted and determine the amount of such Award. No officer
or employee of PPL Corporation or an Affiliated Company shall have any right to
be granted an Award under the Plan.
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SECTION 7. RESTRICTED STOCK.
A. Grants of Restricted Stock. An Award of Restricted Stock shall be
granted in the form of shares of Common Stock, restricted as provided in this
Section 7. The Restricted Stock shall be issued without the payment of
consideration by the Participant. The certificates for the Restricted Stock
shall be issued in the name of the Participant to whom the Award is made, shall
be retained by PPL Corporation on behalf of the Participant (together with a
stock power endorsed in blank) and shall bear a restrictive legend prohibiting
the sale, transfer, pledge or hypothecation of the Restricted Stock until the
expiration of the Restriction Period.
The Committee may also impose such other restrictions and conditions on the
Restricted Stock as it deems appropriate.
Upon the issuance to a Participant of Restricted Stock, the Participant
shall have the right to vote the Restricted Stock and receive cash dividends
distributable with respect to such Restricted Stock.
Upon completion of the Restriction Period, all restrictions on the Award
will expire and new certificates representing the Restricted Stock will be
issued without the restrictive legend described in this Section 7. As a
condition precedent to the receipt of these new certificates, the Participant
(or the Participant's designated beneficiary or personal representative) will
agree to make payment to PPL Corporation or an Affiliated Company of the amount
of any federal, state or local taxes, payable by the Participant, which are
required to be withheld by PPL Corporation or an Affiliated Company with
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respect to the Award.
B. Restriction Period. At the time a Restricted Stock Award is granted,
the Committee shall establish a Restriction Period applicable to such Award
which shall be not less than three years and not more than ten years from the
Date of Grant, subject to the provisions of Section 7C. Each Restricted Stock
Award may have a different Restriction Period.
Notwithstanding the other provisions of this Section 7: (i) in the event
of a Change in Control, the Restriction Periods on all Restricted Stock Awards
previously granted shall lapse and; (ii) apart from a Change in Control, the
Committee is also authorized, in its sole discretion to accelerate the time at
which any or all of the restrictions on all or any part of a Restricted Stock
Award shall lapse or to remove any or all of such restrictions whenever the
Committee may decide that changes in tax or other laws or other circumstances
arising after the granting of a Restricted Stock Award make such action
appropriate; provided, however, that no acceleration or removal of restrictions
pursuant to this clause (ii) shall result in payout of Common Stock to the
Participant less than six months after the Date of Grant, except pursuant to
Section 7C below upon the Termination, death, Disability or Retirement of the
Participant.
C. Forfeiture or Payout of Award. During the Restriction Period,
Restricted Stock Awards are subject to forfeiture or payout (i.e., removal of
restrictions) as indicated for each of the following events:
(a) Termination - In this event, the Restricted Stock Award will be
completely forfeited.
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(b) Retirement - In this event, the Restricted Stock Award will be
completely forfeited.
(c) Disability - In this event, payout of the Restricted Stock Award will
be prorated as if the Participant had maintained active employment until age 65.
(d) Death - In this event, payout of the Restricted Stock Award will be
prorated as if the Participant had maintained active employment until age 65.
In any instance where payout of a Restricted Stock Award is to be prorated,
the Committee may choose in its sole discretion to provide the Participant (or
the Participant's estate) with the entire Award rather than the prorated portion
thereof.
Notwithstanding anything in this Section 7C to the contrary, in the event
that prior to any payout of Common Stock a Participant described in paragraph
(c) violates any noncompete agreements between Participant and PPL Corporation
or an Affiliated Company, his Restricted Stock Award will be completely
forfeited.
Any Restricted Stock which is forfeited hereunder will be transferred to
PPL Corporation.
D. Section 83(b) Election. As a condition of receiving Restricted Stock,
a Participant shall agree in writing to notify PPL Corporation within 30 days of
the Date of Grant whether or not the Participant has made an election under
Section 83(b) of the Code to report the value of the Restricted Stock as income
on the Date of Grant.
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SECTION 8. STOCK OPTIONS.
A. Grant of Option. One or more Options may be granted to any Eligible
Employee designated by the Committee in such amounts and subject to such terms
and conditions as the Committee may from time to time, in its sole discretion,
determine, but which are consistent with the terms of this Plan.
B. Notification of the Grant of an Option. Each Option granted under the
Plan shall be evidenced by a Notification of the Grant of an Option
("Notification"). The Notification shall contain such provisions as determined
by the Committee, which may include, without limitation, provisions to qualify
Incentive Stock Options as such under Section 422 of the Code; provided,
however, that each Notification must at a minimum include the following terms
and conditions: (i) that the Options are exercisable either in whole or in
part, with a partial exercise not affecting the exercisability of the balance of
the Option; (ii) every share of Common Stock purchased through the exercise of
an Option shall be paid for in full at the time of the exercise; (iii) each
Option shall cease to be exercisable, as to any share of Common Stock, upon the
first to occur of (a) the Participant's purchase of the Common Stock to which
the Option relates; or (b) the lapse of the Option; and (iv) unless authorized
by the Committee, Options shall not be transferable by the Participant except by
will or the laws of descent and distribution and shall be exercisable during the
Participant's lifetime only by the Participant or by the Participant's guardian
or legal representative.
C. Exercise of an Option. A Participant shall exercise an Option by
executing and delivering to PPL Corporation an "Election to Exercise an Option."
The
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Election to Exercise an Option shall be in such form and shall contain such
provisions consistent with the terms of this Plan and the Notification with
respect to such Option as are determined by the Committee. Notwithstanding the
foregoing, if the Committee determines that issuance of shares of Common Stock
should be delayed pending (A) registration under federal or state securities
laws, (B) the receipt of an opinion of counsel satisfactory to the Committee
that an appropriate exemption from such registration is available, (C) the
listing or inclusion of the shares of Common Stock on any securities exchange or
an automated quotation system or (D) the consent or approval of any governmental
regulatory body whose consent or approval is necessary in connection with the
issuance of such Common Stock, the Committee may defer exercise of any Option
granted hereunder until any of the events described in this sentence has
occurred.
D. Option Price. The Option price per share of Common Stock shall be set
forth in the Notification, but shall not be less than 100% of the Fair Market
Value per share as of the Date of Grant.
E. Form of Payment. At the time of the exercise of the Option, the Option
price shall be payable in United States dollars by (i) check, (ii) in other
shares of Common Stock, (iii) by such other mode of payment as the Committee may
approve, including payment through a broker in accordance with procedures
permitted by Regulation T of the Federal Reserve Board, or (iv) in a combination
of forms (i), (ii) and (iii). When Common Stock is used in full or partial
payment of the Option price, it shall be valued at its Fair Market Value on the
date the Option is exercised.
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F. Other Terms and Conditions. Provided the Option price is paid in full,
the Option shall be exercisable in whole or in part in such manner and during
such period, as shall be set forth in the Notification.
G. Right to Exercise. Each Participant must remain in the continuous
employ of PPL Corporation or an Affiliated Company for one year from the date
the Participant's Option is granted before the Participant can exercise any part
thereof. Notwithstanding the foregoing, if a Change in Control occurs prior to
the satisfaction of a Participant's one year of continuous employment
requirement, that requirement shall no longer be applicable. Following the
satisfaction of the one year of continuous employment requirement or following a
Change in Control, whichever is applicable, the Option will be exercisable as
follows:
(a) Each Option shall be exercisable in its entirety or in such
installments, which need not be equal, and upon such contingencies, as the
Committee shall determine in its discretion, provided that in no event shall the
right to exercise an Option extend beyond the day before the tenth anniversary
of the Date of Grant, and further provided that in the event of a Change in
Control, any portion of the Option that is not then exercisable shall become
immediately exercisable following the Change in Control. The Committee is
authorized, in its sole discretion, to accelerate the time at which all or any
part of an Option may be exercisable.
(b) The right to exercise a portion of the Option included in any
exercisable installment is cumulative; once such right has become exercisable,
it may be exercised in whole at any time or in part from time to time until the
expiration of the Option
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term, including without limitation, any installment that becomes exercisable
following a Change in Control.
H. Term of Option. At the time an Option is granted, the Committee
shall establish an Option term applicable to such Award. Except as otherwise
provided in this Plan or in the Notification, the Option term for any Award
shall not end later than the earliest of the following:
(a) the date a Participant violates any non-compete agreement entered
into by the Participant and PPL Corporation or an Affiliated Company;
(b) the day before the tenth anniversary of the Date of Grant for
such Award; or
(c) the applicable date below:
(1) Termination - The Option term with respect to all Awards to a
Participant who has a Termination shall end on the date of such Termination;
provided, however, that the Committee is authorized in its sole discretion to
extend the Option term for a period of not more than 90 days after the date of
Termination.
(2) Retirement, Death or Disability - The Option term with respect
to all Awards to a Participant who has a, death or Disability shall end 36
months after the date of such, death or Disability. The Option term with respect
to all awards to a Participant who has a Retirement shall end on the earlier of
the date specified in paragraph (a) or (b), above.
(3) Change in Control - Notwithstanding anything in this Section
8H to the contrary, the Option term with respect to all Awards to a Participant
whose
VIII-4
employment terminates with PPL Corporation and all Affiliated Companies
following a Change in Control shall end 36 months after the date Participant's
employment terminates with PPL Corporation and all Affiliated Companies
following the Change in Control. A Participant's employment shall be treated as
having terminated following a Change in Control only if:
(I) The Participant's employment terminates within 36 months
after the month in which a Change in Control occurs, unless such termination of
employment is (1) by PPL Corporation or an Affiliated Company for Cause, or (2)
by the Participant without Good Reason, or (3) by reason of death, Disability or
Retirement, or
(II) The Participant's employment is terminated prior to a
Change in Control (whether or not a Change in Control ever occurs)
(A) by PPL Corporation or an Affiliated Company without
Cause, at the request or direction of a Person who has entered into an agreement
with PPL Corporation the consummation of which would constitute a Change in
Control, or
(B) at the Participant's initiative for Good Reason and
the circumstance or event which constitutes Good Reason occurs at the direction
of such Person, or
(III) the Participant's employment is terminated by PPL
Corporation or an Affiliated Company without Cause or by the Participant for
Good Reason, and such termination or the circumstance or event which constitutes
Good Reason is otherwise in connection with or in anticipation of a Change in
Control (whether or not a Change in Control occurs).
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For purposes of any determination regarding the applicability of
paragraphs (II) and (III), above, any position taken by the Participant shall be
presumed to be correct unless PPL Corporation or an Affiliated Company
establishes to the Board by clear and convincing evidence that such position is
not correct. Moreover, if at the time of any such determination, a Participant
is employed by an Affiliated Company, such determination shall be made by the
board of directors of such Affiliated Company, rather than the Board.
I. Rights as a Shareowner. A Participant or a transferee of a
Participant shall have no rights as a shareowner with respect to any shares of
Common Stock covered by an Option until the date of the issuance of a
certificate for such shares of Common Stock. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date such certificate is issued, except as provided in Section 10G.
J. Modification, Extension and Renewal of Options. Subject to the
terms and conditions and within the limitations of the Plan, the Committee may
modify, extend or renew outstanding Options granted under the Plan, or accept
the exchange of outstanding Options (to the extent not theretofore exercised)
for the granting of new Options in substitution therefor. Notwithstanding the
foregoing, no modification of an Option shall, without the consent of the
Participant, alter or adversely affect the rights or obligations of a
Participant under any Option previously granted under the Plan.
K. Early Disposition of Common Stock. If a Participant shall dispose
of any
VIII-6
shares of Common Stock purchased pursuant to an Incentive Stock Option within
one year from the date the shares were acquired or within two years from the
Date of Grant of the Option under which such shares of Common Stock were
purchased, then, to provide PPL Corporation with the opportunity to claim the
benefit of any income tax deduction which may be available to it under the
circumstances, the Participant shall within ten days of such disposition notify
PPL Corporation of the dates of acquisition and disposition of such shares of
Common Stock, the number of shares so disposed and the consideration, if any,
received therefor.
L. Individual Dollar Limitations. In the case of an Incentive Stock
Option, the aggregate fair market value (determined at the time such Option is
granted) of the Common Stock with respect to which an Incentive Stock Option is
exercisable for the first time by an Eligible Employee during any calendar year
(whether under this Plan or another plan or arrangement of PPL Corporation or an
Affiliated Company) shall not exceed $100,000 (or such other limit as may be in
effect under the Code on the date of exercise).
M. No Obligation to Exercise Option. The granting of an Option shall
impose no obligation on the Participant to exercise such Option.
VIII-7
SECTION 10. MISCELLANEOUS PROVISIONS.
A. Nontransferability. No benefit or right provided under the Plan shall
be subject to alienation or assignment by a Participant (or by any person
entitled to such benefit pursuant to the terms of the Plan) or subject to
attachment or other legal process of whatever nature. Any attempted alienation,
assignment or attachment shall be void and of no effect. Payment shall be made
only to the Participant entitled to receive the same or to the Participant's
authorized legal representative. Deposit of any sum in any financial
institution to the credit of any Participant (or of a person entitled to such
sum pursuant to the terms of the Plan) shall constitute payment to that
Participant (or such person). PPL Corporation and all Affiliated Companies will
observe the terms of the Plan unless and until ordered to do otherwise by a
state or federal court. As a condition of participation, each Participant
agrees to hold PPL Corporation and all Affiliated Companies harmless from any
claim that arises out of PPL Corporation's or an Affiliated Company's obeying
any such order whether such order affects a judgment of such court or is issued
to enforce a judgment or order of another court.
B. No Employment Right. Neither this Plan nor any action taken hereunder
shall be construed as giving any right to be retained as an employee of PPL
Corporation or any Affiliated Company.
C. Tax Withholding. Whenever under the Plan Common Stock is to be
delivered pursuant to an Award, PPL Corporation may require as a condition of
delivery that Participant remit an amount sufficient to satisfy all federal,
state and local tax
X-1
withholding requirements related thereto. In addition, PPL Corporation may
deduct from any salary or other payment due to such Participant, an amount
sufficient to satisfy all federal, state and local tax withholding requirements
related to the delivery of Common Stock under the Plan. Without limiting the
generality of the foregoing, Participant may elect to satisfy all or part of the
foregoing withholding requirements by delivery of unrestricted shares of Common
Stock owned by Participant for at least six months (or such other period as PPL
Corporation may determine), having a Fair Market Value (determined as of the
date of such delivery by Participant) equal to all or part of the amounts to be
so withheld. As a condition of accepting such delivery, PPL Corporation may
require Participant to furnish an opinion of counsel acceptable to PPL
Corporation to the effect that such delivery will not result in Participant
incurring any liability under Section 16(b) of the Exchange Act. Alternatively,
PPL Corporation may permit any such delivery to be made by withholding shares of
Common Stock from the shares otherwise issuable pursuant to the Award giving
rise to the tax withholding obligation (in which event the shares shall be
valued at their Fair Market Value on the date when the withholding taxes are
otherwise due).
D. Government and Other Regulations. The obligation of PPL Corporation to
make payment for any Awards shall be subject to all applicable laws, rules and
regulations, and to such approvals by any government agencies as the Committee
may determine in its sole discretion to be required.
E. Indemnification. Each person who is or at any time serves as a member
of the Board, the Committee or PPL Corporation's Board of Directors shall be
indemnified
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and held harmless by PPL Corporation against and from: (i) any loss, cost,
liability or expense that may be imposed upon or reasonably incurred by such
person in connection with or resulting from any claim, action, suit or
proceeding to which such person may be a party or in which such person may be
involved by reason of any action or failure to act under the Plan; and (ii) any
and all amounts paid by such person in satisfaction of judgment in any such
action, suit or proceeding relating to the Plan. Each person covered by this
indemnification shall give PPL Corporation an opportunity, at its own expense,
to handle and defend the same before such person undertakes to handle and defend
it on such person's own behalf. The foregoing right of indemnification shall not
be exclusive of any other rights of indemnification to which such persons may be
entitled under the bylaws of PPL Corporation, as a matter of law, or otherwise,
or any power that PPL Corporation may have to indemnify such person or hold such
person harmless.
F. Reliance on Reports. Each member of the Board, the Committee and PPL
Corporation's Board of Directors shall be fully justified in relying or acting
in good faith upon any report made by the independent public accountants of, or
counsel for, PPL Corporation and upon any other information furnished in
connection with the Plan. In no event shall any person who is or shall have
been a member of the Board, the Committee or PPL Corporation's Board of
Directors be liable for any determination made or other action taken or any
failure to act in reliance upon any such report or information or for any action
taken, including without limitation the furnishing of information, or failure to
act, if in good faith.
G. Changes in Capital Structure. In the event of any change in the
outstanding
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shares of Common Stock by reason of any stock dividend or split,
recapitalization, combination or exchange of shares or other similar changes in
the Common Stock, appropriate adjustments shall be made in the shares of
Restricted Stock theretofore awarded to the Participants, the shares of Common
Stock subject to outstanding and unexercised Options and the aggregate number of
shares of Common Stock which may be awarded pursuant to the Plan. Such
adjustments shall be conclusive and binding for all purposes. Additional shares
of Restricted Stock issued to a Participant as the result of any such change
shall bear the same restrictions as the shares of Common Stock to which they
relate.
H. New York Stock Exchange Requirements. In accordance with the
requirements of the New York Stock Exchange (the "NYSE") for the listing of
newly issued shares of Common Stock subject to Awards, the Committee may not
grant Awards under the Plan to the extent that the aggregate number of shares
subject to Awards granted after approval of the Plan at the 1999 Annual Meeting
of shareowners of PPL Corporation would exceed 5% of the outstanding Common
Stock of PPL Corporation on the date of such Annual Meeting, unless the issuance
of the shares of Common Stock subject to any such additional Awards has been
approved by the shareowners of PPL Corporation to the extent required by the
rules of the NYSE.
I. Company Successors. In the event PPL Corporation becomes a party to a
merger, consolidation, sale of substantially all of its assets or any other
corporate reorganization in which PPL Corporation will not be the surviving
corporation or in which the holders of the Common Stock will receive securities
of another corporation, then such
X-4
other corporation shall assume the rights and obligations of PPL Corporation
under this Plan.
J. Governing Law. All matters relating to the Plan or to Awards granted
hereunder shall be governed by the laws of the Commonwealth of Pennsylvania
without regard to its conflict of laws principles.
K. Relationship to Other Benefits. The value of Awards hereunder and
dividends paid on the Common Stock during the Restriction Period, will be
considered earnings for purposes of PPL's Supplemental Executive Retirement Plan
to the extent provided for therein. Otherwise, Awards under the Plan shall not
be taken into account in determining any benefits under any pension, retirement,
profit sharing, disability or group insurance plan of PPL Corporation or any
Affiliated Company except as may be required by federal tax law and regulation
or to meet other applicable legal requirements.
L. Expenses. The expenses of administering the Plan shall be borne by PPL
Corporation and the Affiliated Companies whose Eligible Employees have been
granted Awards.
M. Titles and Headings. The titles and headings of the sections in the
Plan are for convenience of reference only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings, shall control.
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SECTION 11. OTHER STOCK-BASED AWARDS
(a) Generally. The Committee, in its sole discretion, may grant awards of
---------
Common Stock, awards of restricted shares and awards that are valued in whole or
in part by reference to, or are otherwise based on the Fair Market Value of,
Common Stock ("Other Stock-Based Awards"). Such Other Stock-Based Awards shall
be in such form, and dependent on such conditions, as the Committee shall
determine, including, without limitation, the right to receive one or more
shares of Common Stock (or the equivalent cash value of such Common Stock) upon
the completion of a specified period of service, the occurrence of an event
and/or the attainment of performance objectives. Other Stock-Based Awards may
be granted alone or in addition to any other Awards granted under the Plan.
Subject to the provisions of the Plan, the Committee shall determine to whom and
when Other Stock-Based Awards will be made; the amount of Common Stock to be
awarded under (or otherwise related to) such Other Stock-Based Awards; whether
such Other Stock-Based Awards shall be settled in cash, Common Stock or a
combination of cash and Common Stock; and all other terms and conditions of such
Awards (including, without limitation, the vesting provisions thereof).
(b) Performance-Based Awards. Notwithstanding anything to the contrary
------------------------
herein, certain Other Stock-Based Awards granted under this Section 11 may be
granted in a manner which is deductible by PPL Corporation under Section 162(m)
of the Code (or any successor section thereto)("Performance-Based Awards"). A
Participant's Performance-Based Award shall be determined based on the
attainment of written
XI-1
performance goals approved by the Committee for a performance period established
by the Committee (i) while the outcome for that performance period is
substantially uncertain and (ii) no more than 90 days after the commencement of
the performance period to which the performance goal relates or, if less, the
number of days which is equal to 25 percent of the relevant performance period.
The performance goals, which must be objective, shall be based upon one or more
of the following criteria: (i) earnings before or after taxes (including
earnings before interest, taxes, depreciation and amortization); (ii) net
income; (iii) operating income; (iv) earnings per share; (v) book value per
share; (vi) return on stockholders' equity; (vii) expense management; (viii)
return on investment before or after the cost of capital; (ix) improvements in
capital structure; (x) profitability of an identifiable business unit or
product; (xi) maintenance or improvement of profit margins; (xii) stock price;
(xiii) market share; (xiv) revenues or sales; (xv) costs; (xvi) cash flow;
(xvii) working capital; (xviii) changes in net assets (whether or not multiplied
by a constant percentage intended to represent the cost of capital); (xix)
return on assets; and (xx) independent industry ratings or assessments. The
foregoing criteria may relate to PPL Corporation, one or more of its
subsidiaries or one or more of its divisions, units, minority investments,
partnerships, joint ventures, product lines or products or any combination of
the foregoing, and may be applied on an absolute basis and/or be relative to one
or more peer group companies or indices, or any combination thereof, all as the
Committee shall determine. In addition, to the degree consistent with Section
162(m) of the Code (or any successor section thereto), the performance goals may
be calculated without regard to extraordinary items or accounting changes. The
maximum amount of a
XI-2
Performance-Based Award to any Participant with respect to a fiscal year of PPL
Corporation shall be 1.5 million shares; provided that any portion of such
maximum number of shares that has not been granted may be carried over and used
in any subsequent year. The Committee shall determine whether, with respect to a
performance period, the applicable performance goals have been met with respect
to a given Participant and, if they have, to so certify and ascertain the amount
of the applicable Performance-Based Award. No Performance-Based Awards will be
paid for such performance period until such certification is made by the
Committee. The amount of the Performance-Based Award determined by the Committee
for a performance period shall be paid to the Participant at such time as
determined by the Committee in its sole discretion after the end of such
performance period; provided, however, that a Participant may, if and to the
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extent permitted by the Committee and consistent with the provisions of Section
162(m) of the Code, elect to defer payment of a Performance-Based Award.
Executed this ____ day of, 2000.
PPL CORPORATION
By:
--------------------
Charles P. Pinto
Vice President-Human Resources
XI-3