PPL Corporation Restricted Stock Unit Agreement For Cash Incentive Premium Exchange Program
Exhibit
10(c)
For
Cash Incentive Premium Exchange Program
This
Letter Agreement will confirm a grant to you of Restricted Stock Units ("Units")
of PPL Corporation Common Stock under the PPL Incentive Compensation Plan
or the
PPL Incentive Compensation Plan for Key Employees (the "Plan"), as part of
the
PPL Cash Incentive Premium Exchange Program (the "Exchange
Program").
1. Grant
of Units.
The
Company hereby grants to you Units representing a future delivery of a specified
number of shares of common stock of the Company at a specified time, as shown
on
Exhibit A of this Agreement, under the terms and conditions set forth herein
and
the Plan. Units representing an original cash incentive award amount you
have
elected to defer is the "Deferral Amount," and the Units representing an
additional 40% is the "Premium."
2. Issuance
of Stock.
Upon
the lapse of restrictions on your Units, PPL Corporation's Investor Relations
specialists will implement a procedure to identify PPL Corporation common
stock
in the number of shares you are entitled to receive after the lapse of
restrictions on your Units. Pursuant to Paragraph 5, the total number of
shares
will be reduced by that number of shares equal in value to your income tax
withholding obligation. PPL Corporation uses a stock transfer agent to place
common stock in your name. For issuance of common stock under the Incentive
Compensation Plan for Key Employees, the transfer of common stock to pay
income
tax withholding may be delayed until after the first quarter dividend record
date, in order to provide dividends on the shares to participants prior to
the
sale of the shares. However, for retirement, death or disability, or change
in
control (paragraphs 6, 7, and 9), there shall be no delay in the transfer
of
common stock. Depending upon market volatility, holidays, and whether the
Company elects to use treasury shares, unissued shares, or purchase on the
open
market, there will be a delay between the date the restrictions on your Units
lapse and the date shares are registered in your name. This time lapse will
normally not exceed 15 days and will not in any event exceed 30 days. Your
shares will be registered in your name and deposited into a PPL Dividend
Reinvestment Program ("DRIP") account.
3. Dividend
Equivalents.
With
respect to each dividend or distribution paid or made on Common Stock to
holders
of record while you hold Units hereunder, you shall be paid a dollar equivalent
as salary at approximately the same time such dividend or distribution on
Common
Stock is paid or made, but in no event later than March 15 of the year following
the calendar year of the dividend or distribution on common stock.
4. Applicability
of the Plan.
This
Agreement and the Units granted hereunder are subject to all the terms and
conditions of the Plan, which are hereby incorporated by reference, and may
not
be assigned or transferred, except by will or the laws of descent and
distribution in the case of your death.
5. Withholding
Taxes.
Upon
the lapse of restrictions on your Units and receipt of shares pursuant to
Paragraph 4 (the “Payment Event”), the Company will pay all applicable
withholding taxes by withholding from the shares otherwise payable to you
shares
of common stock equivalent in value (calculated based on the stock price
on the
date of the Payment Event) to the dollar amount of withholding taxes for
which
you are obligated.
6. Retirement.
"Retirement" means termination of employment with the Company and your election
for monthly retirement benefits to commence immediately under the PPL Retirement
Plan, or, if you are not a participant in the PPL Retirement Plan, you elect
or
are eligible for immediate commencement of benefits under any other defined
benefit pension plan, whether or not tax qualified (such as the PPL SERP).
Upon
retirement all restrictions on your Deferral Amount lapse, and the income
tax
withholding and issuance of stock set forth above will take place; provided
that
such issuance shall be delayed until six months after termination of employment
if you are a “specified employee” for purposes of Code Section 409A, if such
delay is necessary to avoid imposition of tax under Code Section 409A. If
you
retire before age 60, your Premiums are forfeited. If you retire at or after
age
60, restrictions on your Premiums lapse on a pro rata basis, determined by
multiplying the Premium by a fraction equal to months employed after grant
of
the Premium divided by 36, but not in excess of 100%.
7. Death
or Long-Term Disability.
On your
death or your receipt of benefits under the PPL Long Term Disability Plan
for
three months (by reason of a medically determinable physical or mental
impairment that can be expected to result in death or can be expected to
last
for a continuous period of not less than 12 months), restrictions on your
Units
shall lapse, on both the Deferral Amount and the Premium, except that the
six-month delay otherwise applicable to "specified employees" under Code
Section
409A shall not apply. Units shall be paid to your beneficiary in the event
of
your death.
8. Termination
of Employment. If
your
employment is terminated voluntarily, the restrictions on your Deferral Amount
will lapse. If you are under age 60, or are over age 60 and do not elect
immediate commencement of monthly retirement benefits under the PPL Retirement
Plan (or other defined benefit pension plan if not a PPL Retirement Plan
participant), your Premiums are forfeited. If you are terminated involuntarily
for cause, your Deferral Amount restrictions will lapse but your Premiums
are
forfeited. If you are terminated involuntarily, but not for cause, your Deferral
Amount restrictions will lapse, and restrictions on your Premiums lapse on
a pro
rata basis, determined by multiplying the Premium by a fraction equal to
months
employed after grant of the Premium divided by 36, but not in excess of
100%.
9. Change
in Control.
In the
event of a "change in ownership or effective control" of PPL Corporation,
as
defined in the Plan, restriction on all Units will immediately lapse and
payment
of stock shall occur in accordance with the provisions of Paragraph
2.
10. Definitions;
Conflict.
Capitalized terms not otherwise defined shall have the meaning specified
in the
Plan. In the event of any conflict between this Agreement and the Plan, the
terms of the Plan shall control.
11. No
Right to Continued Employment.
The
grant of Units shall not confer on you any right to be retained in the employ
of
the Company or a subsidiary, or to receive subsequent Units or other awards
under the Plan. The right of the Company or any subsidiary to terminate your
employment with it at any time or as otherwise provided by any agreement
between
the Company or any subsidiary and you is specifically reserved.
12. Applicable
Law.
The
validity, construction, interpretation, administration, and effect of the
Plan,
and of its rules and regulations, and rights relating to the Plan and to
this
Agreement, shall be governed by the substantive laws, but not the choice
of law
rules, of the Commonwealth of Pennsylvania.
13. No
Rights of a Shareholder.
You
shall not have any rights of a shareholder with respect to shares issuable
hereunder except to the extent shares have been issued to you as a result
of the
lapse of restrictions on your Unit.
14. Amendment.
The
terms of this Agreement may be amended from time to time by the Committee
in its
sole discretion in any manner it deems appropriate; provided that no such
amendment shall, without your consent, diminish your rights under this
Agreement.
____________
To
confirm your acceptance of the foregoing, kindly sign and promptly return
one
copy of Exhibit A of this Letter Agreement to the Company.
Sincerely,
PPL
Corporation
By: /s/ ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
Chairman
& CEO
Exhibit
A
Restricted
Stock Unit Award
Restricted
Stock Units Granted To: «First_Name» «Last_Name» SSN: «SSN»
| Plan: | Incentive Compensation Plan |
| Incentive Compensation Plan for Key Employees [Delete one] |
Date
of Award: ______________________
Date
Restrictions on Restricted Stock Units lapse:______________________
Deferral
Amount:
_____________________
Premium:
____________________________
Signature
of Employee:_____________________
Date:_____________________