EXHIBIT NO. 10b(14)
Carolina Power & Light Company
Restoration Retirement Plan
Carolina Power & Light Company (the "Company") hereby
establishes the Carolina Power & Light Company Restoration Retirement Plan (the
"Plan"), effective as of January 1, 1998 (the "Effective Date").
The purpose of the Plan is to provide a means by which certain
employees may be provided benefits which otherwise would be provided under the
Carolina Power & Light Company Supplemental Retirement Plan, as amended (the
"Retirement Plan"), in the absence of certain restrictions imposed by applicable
law on benefits which may be provided under the Retirement Plan. The Plan is
intended to constitute an unfunded retirement plan for a select group of
management or highly compensated employees within the meaning of Title I of the
Employee Retirement Income Security Act of 1974, as amended.
Capitalized terms which are not defined herein shall have the meaning
ascribed to them in the Retirement Plan.
2.1 "Board" shall mean the Board of Directors of the Company.
2.2 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.3 "Committee" shall mean a committee selected by the Plan
Administrator to hear claim disputes under Article IV of the Plan.
2.4 "Company" shall mean Carolina Power & Light Company and any
successor in interest.
2.5 "Compensation and Benefit Limitations" shall mean (a) the
limitation on compensation under the Retirement Plan in accordance with Section
401(a)(17) of the Code and (b) any limits on benefits paid under the Retirement
Plan that are necessary for compliance with Section 415 of the Code.
2.6 "Continuing Directors" shall mean the members of the Board as of
the Effective Date; provided, however, that any person becoming a director
subsequent to such date whose election or nomination for election was supported
by 75 percent or more of the directors who then comprised Continuing Directors
shall be considered to be a Continuing Director.
2.7 "Eligible Employee" shall mean any member of the Retirement Plan
who is not immediately eligible for a Target Early, Target Normal, or Target
Severance Benefit under the provisions of the Company's Supplemental Senior
Executive Retirement Plan and who has not retired or terminated his or her
employment with the Company prior to the Effective Date.
2.8 "Participant" shall mean an Eligible Employee who participates in
the Plan pursuant to Article III. An Eligible Employee shall remain a
Participant under the Plan until the earlier of (a) all amounts payable on his
or her behalf under the Plan have been paid, (b) the Eligible Employee no longer
has a Restoration Accrued Benefit, (c) the Eligible Employee has a Termination
without a Vested Restoration Accrued Benefit, or (d) the Eligible Employee
becomes immediately eligible for a Target Early, Target Normal, or Target
Severance Benefit under the Company's Supplemental Senior Executive Retirement
2.9 "Restoration Accrued Benefit" shall mean, as of any determination
date, the excess of (a) a Participant's Accrued Benefit calculated under the
Retirement Plan without regard to the Compensation and Benefit Limitations, over
(b) a Participant's Accrued Benefit calculated under the Retirement Plan.
2.10 "Retirement Plan" shall mean the Carolina Power & Light Company
Supplemental Retirement Plan, as it may be amended from time to time, or any
2.11 "Spouse" shall mean, (i) for purposes of Section 3.2 of the Plan,
the spouse of a Participant at the Participant's Annuity Starting Date, and (ii)
for purposes of Section 3.3 of the Plan, the spouse of a participant within the
meaning of Section 4.04 of the Retirement Plan (or any successor provisions).
2.12 "Termination" shall mean a termination of employment with the
Company and all Affiliated Companies.
2.13 "Vested Restoration Accrued Benefit" shall mean a Participant's
Restoration Accrued Benefit when the Participant becomes fully vested under the
provisions of Section 4.02 of the Retirement Plan (or any successor provisions)
or as provided in Article VI of the Plan.
Unless the context clearly indicates to the contrary in interpreting
the Plan, any references to the masculine alone shall include the feminine and
the singular shall include the plural.
PARTICIPATION AND BENEFITS
3.1 Participation. An Eligible Employee will participate in the Plan
when he or she has a Restoration Accrued Benefit.
3.2 Amount of Benefit Payable. Subject to the Restoration Accrued
Benefit forfeiture contained in Section 3.4 of the Plan, a Participant who
becomes eligible for a Pension under Article 4 of the Retirement Plan, shall be
entitled (together with the Participant's Spouse or Beneficiary when entitled to
benefits under the Retirement Plan) to a monthly benefit payment in the same
form as elected under the Retirement Plan, equal to the Participant's
Restoration Accrued Benefit calculated immediately prior to the Benefit
Commencement Date (except as otherwise provided in Section 3.4). The Restoration
Accrued Benefit shall be adjusted to take into account any alternative form of
retirement benefit received under the Retirement Plan. The amount of any such
adjustments shall be determined under the applicable provisions of the
3.3 Pre-Retirement Death Benefit. If a surviving Spouse of a deceased
Participant would have been eligible for a pre-retirement death benefit under
the Retirement Plan, then upon such Participant's death, such Spouse shall be
entitled to a monthly benefit payment under the Plan commencing on the first day
of the month in which he or she commences to receive a monthly benefit under the
Retirement Plan, equal to the amount, if any, by which (a) exceeds (b) each
month, where (a) is the Spouse's monthly benefit that would be payable in
accordance with the provisions of the Retirement Plan determined as if the
Compensation and Benefit Limitations did not apply, and (b) is the actual
monthly benefit paid under the Retirement Plan.
3.4 Other Termination of Employment; Forfeitures. Neither Eligible
Employees, Participants nor their Spouses or Beneficiaries are entitled to any
benefits under the Plan except as otherwise provided in this Article III and
under Article VI of the Plan. Any Participant who terminates employment with the
Company and any of its Affiliated Companies prior to a Change in Control (as
defined in Article VI) and without being 100% vested under the Retirement Plan
shall not be eligible to receive any benefits under the Plan and shall forfeit
his or her Restoration Accrued Benefit. Any Participant ceasing to be an
Eligible Employee because he or she becomes immediately eligible for a Target
Early, Target Normal or Target Severance Benefit under the provisions of the
Supplemental Senior Executive Retirement Plan shall forfeit his or her
Restoration Accrued Benefit.
Notwithstanding any other provision of the Plan, no benefit shall be
payable under the Plan with respect to an Eligible Employee whose employment
with the Company is terminated for Cause. As used herein, the term "Cause" shall
be limited to (a) action by the Eligible Employee involving willful malfeasance
having a material adverse effect on the Company (b) substantial and continuing
willful refusal by the Eligible Employee to perform the duties ordinarily
performed by an employee in the same position and having similar duties as the
Eligible Employee, (c) the Eligible Employee being convicted of a felony, or (d)
willful failure to comply with the Company's Code of Conduct or other Company
Policy or Procedure.
4.1 Administration. The Plan shall be administered by the Company's
Vice President, Human Resources (the "Plan Administrator"). The Plan
Administrator and the Committee shall have full authority to administer and
interpret the Plan, determine eligibility for benefits, make benefit payments
and maintain records hereunder, all in their sole and absolute discretion,
subject to the allocation of responsibilities set forth below.
4.2 Delegated Responsibilities. The Plan Administrator shall have the
authority to delegate any of his or her responsibilities to such persons as he
or she deems proper.
(a) Claims Procedure. If any Participant, Spouse or Beneficiary has a
claim for benefits which is not being paid, such claimant may file with the Plan
Administrator a written claim setting forth the amount and nature of the claim,
supporting facts, and the claimant's address. The Plan Administrator shall
notify each claimant of its decision in writing by registered or certified mail
within sixty (60) days after its receipt of a claim or, under special
circumstances, within ninety (90) days after its receipt of a claim. If a claim
is denied, the written notice of denial shall set forth the reasons for such
denial, refer to pertinent Plan provisions on which the denial is based,
describe any additional material or information necessary for the claimant to
realize the claim, and explain the claim review procedure under the Plan.
(b) Claims Review Procedure. A claimant whose claim has been denied or
such claimant's duly authorized representative may file, within sixty (60) days
after notice of such denial is received by the claimant, a written request for
review of such claim by the Committee. If a request is so filed, the Committee
shall review the claim and notify the claimant in writing of its decision within
sixty (60) days after receipt of such request. In special circumstances, the
Committee may extend for up to sixty (60) additional days the deadline for its
decision. The notice of the final decision of the Committee shall include the
reasons for its decision and specific references to the Plan provisions on which
the decision is based. The decision of the Committee shall be final and binding
on all parties.
5.1 Amendment and Termination. The Board may amend, modify or terminate
the Plan at any time, provided, however, that no such amendment or termination
shall reduce any Participant's Vested Restoration Accrued Benefit under the Plan
as of the date of such amendment or termination, unless at the time of such
amendment or termination, affected Participants and spouses become entitled to
an amount equal to the equivalent actuarial value, to be determined in the sole
discretion of the Committee, of such Vested Restoration Accrued Benefit under
another plan, program or practice adopted by the Company. In the event the Plan
is terminated, the Company shall determine whether to pay Vested Restoration
Accrued Benefits in the form of an actuarial equivalent lump sum payment or
defer the payment of Vested Restoration Accrued Benefits until the payment of
Early Retirement Pensions or Normal Retirement Pensions under the Retirement
5.2 Source of Payments. The Company will pay all benefits arising under
the Plan and all costs, charges and expenses relating thereto out of its general
5.3 Non-Assignability of Benefits. Except as otherwise required by law,
neither any benefit payable hereunder nor the right to receive any future
benefit under the Plan may be anticipated, alienated, sold, transferred,
assigned, pledged, encumbered, or subjected to any charge or legal process, and
if any attempt is made to do so, or a person eligible for any benefits under the
Plan becomes bankrupt, the interest under the Plan of the person affected may be
terminated by the Plan Administrator which, in his or her sole discretion, may
cause the same to be held or applied for the benefit of one or more of the
dependents of such person or make any other disposition of such benefits that it
5.4 Plan Unfunded. Nothing in the Plan shall be interpreted or
construed to require the Company in any manner to fund any obligation to the
Participants, terminated Participants, or beneficiaries hereunder. Nothing
contained in the Plan nor any action taken hereunder shall create, or be
construed to create, a trust of any kind, or a fiduciary relationship between
the Company and the Participants, terminated Participants, beneficiaries, or any
other persons. Any funds which may be accumulated in order to meet any
obligations under the Plan shall for all purposes continue to be a part of the
general assets of the Company; provided, however, that the Company may establish
a trust to hold funds intended to provide benefits hereunder to the extent the
assets of such trust become subject to the claims of the general creditors of
the Company in the event of bankruptcy or insolvency of the Company. To the
extent that any Participant, terminated Participant, or beneficiary acquires a
right to receive payments from the Company under the Plan, such rights shall be
no greater than the rights of any unsecured general creditor of the Company.
5.5 Applicable Law. All questions pertaining to the construction,
validity and effect of the Plan shall be determined in accordance with the laws
of the State of North Carolina to the extent not preempted by Federal law.
5.6 Limitation of Rights. The Plan is a voluntary undertaking on the
part of the Company. Neither the establishment of the Plan nor the payment of
any benefits hereunder, nor any action of the Company or the Plan Administrator
shall be held or construed to be a contract of employment between the Company
and any Eligible Employee or to confer upon any person any legal right to be
continued in the employ of the Company. The Company expressly reserves the right
to discharge, discipline or otherwise terminate the employment of any Eligible
Employee at any time. Participation in the Plan gives no right or claim to any
benefits beyond those which are expressly provided herein and all rights and
claims hereunder are limited as set forth in the Plan.
5.7 Severability. In the event any provision of the Plan shall be held
illegal or invalid, or the inclusion of any Participant would serve to
invalidate the Plan as an unfunded plan for a select group of management or
highly compensated employees under ERISA, then the illegal or invalid provision
shall be deemed to be null and void, and the Plan shall be construed as if it
did not contain that provision and in the case of the inclusion of any such
Participant, a separate plan, with the same provisions as the Plan, shall be
deemed to have been established for the Participant or Participants ultimately
determined not to constitute a select group of management or highly compensated
5.8 Headings. The headings to the Articles and Sections of the Plan are
inserted for reference only, and are not to be taken as limiting or extending
the provisions hereof.
5.9 Incapacity. If the Plan Administrator shall determine that a
Participant, or any other person entitled to a benefit under the Plan (the
"Recipient") is unable to care for his or her affairs because of illness,
accident, or mental or physical incapacity, or because the Recipient is a minor,
the Plan Administrator may direct that any benefit payment due the Recipient be
paid to his or her duly appointed legal representative, or, if no such
representative is appointed, to the Recipient's spouse, child, parent, or other
blood relative, or to a person with whom the Recipient resides or who has
incurred expense on behalf of the Recipient. Any such payment so made shall be a
complete discharge of the liabilities of the Plan with respect to the Recipient.
5.10 Binding Effect and Release. All persons accepting benefits under
the Plan shall be deemed to have consented to the terms of the Plan. Any payment
or distribution to any person entitled to benefits under the Plan shall be in
full satisfaction of all claims against the Plan, the Committee, and the Company
arising by virtue of the Plan.
CHANGE IN CONTROL
The provisions of this Article VI shall become effective
immediately upon occurrence of a Change in Control (as defined in Section 6.1).
6.1 Definition. For the purposes of the Plan, a Change in Control of
the Company shall be deemed to have occurred in the following circumstances:
(a) the acquisition by any person (including a group, within
the meaning of Section 13(d) or 14(d)(2) of the Securities Exchange Act
of 1934) of beneficial ownership of 15% or more of the Company's then
outstanding voting securities;
(b) a tender offer is made and consummated for the ownership
of 51% or more of the Company's then outstanding voting securities;
(c) the first day on which less than 66 2/3 percent of the
total membership of the Board are Continuing Directors; or
(d) approval by stockholders of the Company of a merger,
consolidation, liquidation or dissolution of the Company, or of the
sale of all or substantially all of the assets of the Company.
A Change in Control shall not be deemed to have occurred until
the Plan Administrator receives written certification from the President and
Chief Executive Officer or, in the event of his or her inability to act, the
Chief Financial Officer, or any Executive or Senior Vice President of the
Company that one of the events set forth above in (a) through (d) of this
Section 6.1 has occurred. The officers referred to in the previous sentence
shall be those officers in office immediately prior to the occurrence of one of
the events set forth above in (a) through (d) of this Section 6.1. Any
determination that an event described above in (a) through (d) of this Section
6.1 has occurred shall, if made in good faith on the basis of information
available at that time, be conclusive and binding on the Plan Administrator, the
Committee, the Company and the Eligible Employees and their beneficiaries for
all purposes of the Plan.
6.2 Effect of Change in Control. Notwithstanding any other provisions
of the Plan to the contrary, if a Change in Control occurs (i) there shall be
full Vesting of each Participant's Restoration Accrued Benefit, regardless of
any termination of employment prior to eligibility for an Early Retirement
Pension under the Retirement Plan, if he or she is otherwise vested under the
Retirement Plan, and (ii) no amendment or termination of the Plan may reduce any
Participant's Restoration Accrued Benefit as of the date of such amendment or