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Exhibit 10.1
TECO ENERGY, INC.
1996 EQUITY INCENTIVE PLAN
REPLACEMENT PERFORMANCE SHARES AGREEMENT
TECO Energy, Inc. (the "Company") and ________________ (the "Grantee")
have entered into this Replacement Performance Shares Agreement (the
"Agreement") dated June 1, 2000 under the Company's 1996 Equity Incentive Plan
(the "Plan"). Capitalized terms not otherwise defined herein have the meanings
given to them in the Plan.
1. Grant of Performance Shares. Pursuant to the Plan and subject to the
terms and conditions set forth in this Agreement, the Company hereby grants,
issues and delivers to the Grantee __________ shares ("Number of Restricted
Performance Shares") of its Common Stock (the "Restricted Performance Shares")
as of the date of this Agreement and will grant, issue and deliver to the
Grantee the Performance Reward Percentage of __________ shares ("Number of
Additional Performance Shares") of its Common Stock (the "Additional Performance
Shares") no later than 30 days after the end of the Performance Period.
The "Performance Period" is the period beginning April 1, 2000 and
ending on the date determined under Section 3.
"Total Shareholder Return" is the amount obtained by dividing (1) the
sum of (a) the amount of dividends with respect to the Performance Period,
assuming dividend reinvestment, and (b) the difference between the share price
at the end and beginning of the Performance Period, by (2) the closing share
price at the beginning of the Performance Period, with the share price in each
case being determined by using the closing price on the date of determination
or, in the case of dates of determination at the beginning of the Performance
Period, the trading day immediately preceding the date of determination. The
share price shall be equitably adjusted for stock splits and other similar
corporate actions affecting the stock.
The "Performance Increment" is the Total Shareholder Return with
respect to the Company's Common Stock minus the Total Shareholder Return of the
median company in the Dow Jones US Electrical Utilities Index-All Regions (ELC)
as in effect at the end of the Performance Period.
The "Performance Reward Percentage" is the percentage shown in column B
for Restricted Performance Shares and in column C for Additional Performance
Shares corresponding to the Performance Increment in column A, with
interpolation of the percentages in columns B and C in proportion to the
corresponding percentage points in column A for percentage (rounded to the
nearest tenth of a percent) Performance Increments of more than negative 8.3 but
less than 21.7.
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Exhibit 10.1
<TABLE>
<CAPTION>
A B C
----------- ------------------ ------------------
PERFORMANCE PERFORMANCE REWARD PERFORMANCE REWARD
INCREMENT PERCENTAGE FOR PERCENTAGE FOR
RESTRICTED ADDITIONAL
PERFORMANCE SHARES PERFORMANCE SHARES
<S> <C> <C>
-8.3 percentage points 50% 0%
6.7 percentage points 100% 0%
21.7 or more percentage points 100% 100%
</TABLE>
2. Restrictions on Restricted Performance Shares. Until the
restrictions terminate under Section 3, unless otherwise determined by the
Committee:
(a) the Restricted Performance Shares may not be sold, assigned,
pledged or transferred by the Grantee; and
(b) all Restricted Performance Shares will be forfeited and returned
to the Company if the Grantee ceases to be an employee of the Company or any
business entity in which the Company owns directly or indirectly 50% or more of
the total voting power or has a significant financial interest as determined by
the Committee (an "Affiliate").
3. End of Performance Period and Termination of Restrictions. The
Performance Period will end, the restrictions on the Performance Reward
Percentage of the Number of Restricted Performance Shares will terminate, the
remainder of the Restricted Performance Shares will be forfeited and returned to
the Company, and the Grantee will cease to have any right to receive any
Additional Performance Shares in excess of the Performance Reward Percentage of
the Number of Additional Performance Shares, on the earliest to occur of the
following events:
(a) the Grantee's death;
(b) the termination of Grantee's employment with the Company or any
Affiliate because of a disability that would entitle the Grantee to benefits
under the long-term disability benefits program of the Company for which the
Grantee is eligible, as determined by the Committee;
(c) the termination by the Company or any Affiliate of Grantee's
employment other than for Cause as determined by the Committee. "Cause" means
(i) willful and continued failure of the Grantee to substantially perform his
duties with the Company or such Affiliate (other than by reason of physical or
mental illness) after written demand specifically identifying such failure is
given to the Grantee by the Company, or (ii) willful conduct by the Grantee that
is demonstrably and materially injurious to the Company. For purposes of this
subsection, "willful" conduct requires an act, or failure to act, that is not in
good faith and that is without reasonable belief that the action or omission was
in the best interest of the Company or the Affiliate;
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Exhibit 10.1
(d) the Grantee's retirement from the Company or an Affiliate at or
after attainment of the age at which benefits are payable under the TECO Energy
Group Retirement Plan or any successor thereto without reduction for
commencement of benefits before normal retirement age, or any earlier date that
the Committee determines will constitute a normal retirement for purposes of
this Agreement;
(e) upon a Change in Control. For purposes of this Agreement, 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:
(1) 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;
(2) during any period of twenty-four (24) consecutive months
(not including any period prior to the date of this Agreement), 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 (1), (3) or (4) of this Section 3(e)) 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;
(3) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any other
corporation, other than (i) a merger or consolidation resulting in 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 65% of the combined voting
securities of the Company or such surviving entity or any parent thereof
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 hereinabove defined) acquires 30%
or more of the combined voting power of the Company's then outstanding
securities; or
(4) the shareholders of the Company approve a plan of complete
liquidation of the Company or there is consummated the sale or disposition by
the Company of all or substantially all of the Company's assets; or
(f) March 31, 2002.
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Exhibit 10.1
4. Rights as Shareholder. Subject to the restrictions and other
limitations and conditions provided in this Agreement, the Grantee as owner of
the Restricted Performance Shares will have all the rights of a shareholder,
including but not limited to the right to receive all dividends paid on, and the
right to vote, the Restricted Performance Shares.
5. Stock Certificates. Each certificate issued for shares of Restricted
Performance Shares will be registered in the name of the Grantee and deposited
by the Grantee with the Company and will bear a legend in substantially the
following form:
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS, CONDITIONS AND
RESTRICTIONS (INCLUDING RESTRICTIONS ON TRANSFER AND FORFEITURE
PROVISIONS) CONTAINED IN AN AGREEMENT BETWEEN THE REGISTERED OWNER
AND TECO ENERGY, INC. A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO
THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT
CHARGE.
Upon the termination of the restrictions imposed under this Agreement
as to any shares of Restricted Performance Shares deposited with the Company
hereunder under conditions that do not result in the forfeiture of those shares,
the Company will return to the Grantee (or to such Grantee's legal
representative, beneficiary or heir) certificates, without such legend, for such
shares.
6. Adjustment of Terms. In the event of corporate transactions
affecting the Company's outstanding Common Stock, the Committee will equitably
adjust the number and kind of Additional Performance Shares subject to this
Agreement to the extent provided by the Plan.
7. Notice of Election Under Section 83(b). If the Grantee makes an
election under Section 83(b) of the Internal Revenue Code of 1986, as amended,
with respect to Restricted Performance Shares, he or she will provide a copy
thereof to the Company within 30 days of the filing of such election with the
Internal Revenue Service.
8. Withholding Taxes. The Grantee will pay to the Company, or make
provision satisfactory to the Committee for payment of, any taxes required by
law to be withheld in respect of the Restricted Performance Shares and
Additional Performance Shares no later than the date of the event creating the
tax liability. In the Committee's discretion, such tax obligations may be paid
in whole or in part in shares of Common Stock, including the Restricted
Performance Shares and the Additional Performance Shares, valued at fair market
value on the date of delivery. The Company and its Affiliates may, to the extent
permitted by law, deduct any such tax obligations from any payment of any kind
otherwise due to the Grantee.
9. The Committee. Any determination by the Committee under, or
interpretation of the terms of, this Agreement or the Plan will be final and
binding on the Grantee.
10. Limitation of Rights. The Grantee will have no right to continued
employment by virtue of this Agreement.
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Exhibit 10.1
11. Amendment. The Company may amend, modify or terminate this
Agreement, including substituting another Award of the same or a different type
and changing the date of realization, provided that the Grantee's consent to
such action will be required unless the action, taking into account any related
action, would not adversely affect the Grantee.
12. Governing Law. This Agreement will be governed by and interpreted
in accordance with the laws of Florida.
BY SIGNING THIS AGREEMENT THE GRANTEE, PURSUANT TO PARAGRAPH 11 OF THE
PERFORMANCE SHARE AGREEMENT BETWEEN GRANTEE AND COMPANY DATED APRIL 21, 1999
(THE "1999 AGREEMENT"), CONSENTS TO THE TERMINATION AND CANCELLATION OF THE 1999
AGREEMENT. GRANTEE UNDERSTANDS THAT NO BENEFITS WILL BE PAYABLE UNDER THE 1999
AGREEMENT.
TECO ENERGY, INC.
By: /s/
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R. A. Dunn
Vice President-Human Resources
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