EXHIBIT NO. 10b(15)
CAROLINA POWER & LIGHT COMPANY
NON-EMPLOYEE DIRECTOR STOCK UNIT PLAN
1.1 Whereas, Carolina Power & Light Company (the "Company") adopted the
Carolina Power & Light Company Retirement Plan for Outside
Directors (the "Directors Retirement Plan") in 1986, which provided
for a fixed-dollar retirement benefit for non-employee directors of
the Company following their termination of service as a member of
the Company's Board of Directors.
1.2 Whereas, the Company has determined to freeze the Directors
Retirement Plan so that no further benefits under such plan will
1.3 Whereas, the Company desires to adopt the Carolina Power & Light
Company Non-Employee Director Stock Unit Plan, the purpose of which
is to provide deferred compensation to the Company's non-employee
directors based on the value of the Company's common stock.
1.4 Whereas, the Company desires to allow participants in the frozen
Directors Retirement Plan to roll over their accrued benefit under
the Directors Retirement Plan into the Non-Employee Director Stock
1.5 Now, therefore, effective January 1, 1998, the Company adopts the
Non-Employee Director Stock Unit Plan.
2.1 Purpose. The purpose of the Plan is to attract and retain highly
qualified individuals as non-employee directors of the Company, and
to provide deferred compensation to the Company's non-employee
directors based on the value of the Company's stock.
The following terms shall have the following meanings unless the
context indicates otherwise:
3.1 "Annual Stock Unit Grant" shall mean a grant of Stock Units as
described in Section 5.2 below.
3.2 "Board" shall mean the Board of Directors of the Company.
3.3 "Change-in-Control" shall mean the first to occur of the following
(1) 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, as amended of beneficial
ownership of 15 percent or more of the Company's then
outstanding voting securities;
(2) a tender offer is made and consummated for the ownership
of 51 percent or more of the Company's then outstanding
(3) the first day on which less than 66 2/3 percent of the
total membership of the Board are Continuing Directors;
(4) approval by the 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 Committee receives written certification from the Company's
President and Chief Executive Officer or, in the event of his or
her inability to act, the Company's Chief Financial Officer, or
any Executive or Senior Vice President of the Company that one of
the events set forth in Sections 2.5(1) through 2.5(4) above 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 Sections 2.5(1) through
2.5(4) above. Any determination that an event described in
Sections 2.5(1) through 2.5(4) above has occurred shall, if made
in good faith on the basis of information available at that time,
be conclusive and binding on the Committee, the Company and the
Participant and their Beneficiaries for all purposes of the Plan.
3.4 "Committee" shall mean the Board's Committee on Organization and
3.5 "Common Stock" shall mean the common stock of the Company.
3.6 "Company" shall mean Carolina Power & Light Company, a North
Carolina corporation, including any successor entity.
3.7 "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
3.8 "Distribution Date" shall mean the later of (i) the date a
Participant is no longer a member of the Board or (ii) the date
such Participant attains age 65.
3.9 "Effective Date" shall mean January 1, 1998.
3.11 "Common Stock Value" shall mean:
(1) the average of the highest and lowest selling prices
of Common Stock on the relevant date (or on the last
preceding trading date if Common Stock was not traded on
the relevant date) if Common Stock is readily tradable on
a national securities exchange or other market system; or
(2) an amount determined in good faith by the Board as the
fair market value of Common Stock on the date of
determination if Common Stock is not readily tradable on a
national securities exchange or other market system.
3.12 "Initial Stock Unit Grant" shall mean a grant of Stock Units us
described in Section 5.1 below.
3.13 "Matching Stock Unit Grant" shall mean a grant of Stock Units as
described in Section 5.3 below.
3.14 "Participant" shall mean a member of the Board who is not an
employee of the Company or any of its Subsidiaries.
3.15 "Stock Unit" shall mean a unit maintained by the Company for
bookkeeping purposes, equal in value to one (1) share of Common
3.16 "Stock Unit Account" shall mean a bookkeeping account established
and maintained (or caused to be established and maintained) by the
Company for the Participant which shall record the number of Stock
Units granted to the Participant under Section 5 below. This
account shall be established (or caused to be established) by the
Company for bookkeeping purposes only, and no separate funds shall
be segregated by the Company for the benefit of the Participant.
3.17 "Plan shall mean the Carolina Power & Light Company Non-Employee
Director Stock Unit Plan.
3.18 "Subsidiary" shall mean a corporation of which the Company directly
or indirectly owns more than 50 percent of the Voting Stock
(meaning the capital stock of any class or classes having general
voting power under ordinary circumstances, in the absence of
contingencies, to elect the directors of a corporation) or any
other business entity in which the Company directly or indirectly
has an ownership interest of more than 50 percent.
4.1 Responsibility. The Committee shall have the responsibility, in its
sole discretion, to control, operate, manage and administer the
Plan in accordance with its terms.
4.2 Authority of the Committee. The Committee shall have all the
discretionary authority that may be necessary or helpful to enable
it to discharge its responsibilities with respect to the Plan,
including but not limited to the following:
(a) to determine eligibility for participation in the Plan;
(b) to correct any defect, supply any omission, or
reconcile any inconsistency in the Plan in such manner and
to such extent as it shall deem appropriate in its sole
discretion to carry the same into effect;
(c) to issue administrative guidelines as an aid to
administer the Plan and make changes in such guidelines as
it from time to time deems proper;
(d) to make rules for carrying out and administering the
Plan and make changes in such rules as it from time to
time deems proper;
(e) to the extent permitted under the Plan, grant waivers
of Plan terms, conditions restrictions, and limitations;
(f) to make reasonable determinations as to a
Participant's eligibility for benefits under the Plan,
including determinations as to vesting; and
(g) to take any and all other actions it deems necessary
or advisable for the proper operation or administration of
4.3 Action by the Committee. The Committee may act only by a majority
of its members. Any determination of the Committee may be made,
without a meeting, by a writing or writings signed by all of the
members of the Committee. In addition, the Committee may authorize
any one or more of its members to execute and deliver documents on
behalf of the Committee.
4.4 Delegation of Authority. The Committee may delegate to one or more
of its members, or to one or more agents, such administrative
duties as it may deem advisable; provided, however, that any such
delegation shall be in writing. In addition, the Committee, or any
person to whom it has delegated duties as aforesaid, may employ one
or more persons to render advice with respect to any responsibility
the Committee or such person may have under the Plan. The Committee
may employ such legal or other counsel, consultants and agents as
it may deem desirable for the administration of the Plan and may
rely upon any opinion or computation received from any such
counsel, consultant or agent. Expenses incurred by the Committee in
the engagement of such counsel, consultant or agent shall be paid
by the Company, or the Subsidiary whose employees have benefited
from the Plan, as determined by the Committee.
4.5 Determinations and Interpretations by the Committee. All
determinations and interpretations made by the Committee shall be
binding and conclusive on all Participants and their heirs,
successors, and legal representatives.
4.6 Information. The Company shall furnish to the Committee in writing
all information the Committee may deem appropriate for the exercise
of its powers and duties in the administration of the Plan. Such
information may include, but shall not be limited to, the full
names of all Participants, their earnings and their dates of birth,
employment, retirement or death. Such information shall be
conclusive for all purposes of the Plan, and the Committee shall be
entitled to rely thereon without any investigation thereof.
4.7 Self-Interest. No member of the Committee may act, vote or
otherwise influence a decision of the Committee specifically
relating to his or her benefits, if any, under the Plan.
5.0 STOCK UNIT GRANTS
5.1 Rollover. The Company shall grant an Initial Stock Unit Grant to
the Participants listed on Schedule A (who are participants in the
Company's Retirement Plan for Outside Directors) who elect by
December 31, 1997 pursuant to an election made in writing to the
Company's Vice President-Human Resources to rollover their accrued
benefit under such plan (the "Accrued Benefit") into the Plan. The
number of shares underlying each Initial Stock Unit Grant shall be
equal to the present value of the Participant's Accrued Benefit as
of December 31, 1997 divided by the Common Stock Value on the last
trading day of 1997. Any fractional Stock Unit which is greater
than 50 percent shall be rounded up to one Stock Unit, and any
fractional Stock Unit equal to or less than 50 percent shall be
disregarded. The Company shall enter and record (or shall cause to
be entered and recorded) in the Participant's Stock Unit Account
such number of Stock Units underlying the Initial Stock Unit Grant.
5.2 Annual Grant. The Company shall grant to each Participant who has
been a member of the Board for a least 1 year an Annual Stock Unit
Grant equal to 150 Stock Units. The Annual Stock Unit Grant shall
be made on or about the date of the Company's annual meeting of
shareholders. The Company shall enter and record (or shall cause to
be entered and recorded) in the Participant's Stock Unit Account
such number of Stock Units underlying the Annual Stock Unit Grant.
5.3 Matching Grant. With respect to any specific year, if the corporate
incentive goals established by the Board are met for purposes of
determining the Company matching contributions under the Company's
Stock Purchase-Savings Plan, the Company shall grant to each
Participant on or about the date of the Company's annual meeting of
shareholders following such year a Matching Stock Unit Grant equal
to up to 150 Stock Units in accordance with the terms of such
program. The Company shall enter and record (or shall cause to be
entered and recorded) in the Participant's Stock Unit Account such
number of Stock Units underlying the Annual Stock Unit Grant.
5.4 Dividend Stock Units. On the date that any holder of Common Stock
receives a dividend with respect to Common Stock, the Company shall
grant to each Participant, and shall enter and record (or shall
cause to be entered and recorded) in each such Participant's Stock
Unit Account a number of Stock Units equal to the result of (x) the
dollar amount of such dividend paid with respect to one share of
Common Stock multiplied by (y) the number of Stock Units in the
Stock Unit Account as of the date such dividend is paid divided by
(z) the Common Stock Value as of the date such dividend is paid.
Any fractional Stock Unit greater than 50 percent shall be rounded
up to one Stock Unit, and any fractional Stock Unit equal to or
less than 50 percent shall be disregarded.
6.1 Vesting. A Participant shall be entitled to a Benefit described in
this Section 6 only after such Participant has been a member of the
Board for 5 years. If there is a Change in Control, the Participant
shall be entitled to a Benefit described in this Section 6 as of
the date of the Change in Control, regardless of the number of
years such Participant has been a member of the Board.
6.2 Timing of Benefit. In accordance with Section 6.4 below, the
Company shall pay or begin paying a Benefit to a vested Participant
during the 60-day period following the Distribution Date. If the
Participant has selected annual payments in accordance with Section
6.4(b) below, all payments other than the first payment shall be
made on the applicable anniversary of the Distribution Date.
6.3 Valuation. The value of a Participant's Stock Unit Account for
purposes of the Benefit shall be equal to the product of (x) the
number of Stock Units in the Participant's Stock Unit Account as of
the Distribution Date or the applicable anniversary of the
Distribution Date multiplied by (y) the Common Stock Value on the
Distribution Date or the applicable anniversary of the Distribution
Date, in accordance with Section 6.4 below.
6.4 Form of Benefit. The Company shall pay a Benefit to a vested
Participant in one of the following four (4) forms, as selected by
the Participant within 60 days after becoming a Participant:
(a) a lump sum payment, with such payment equal to
the value of the Participant's Stock Unit Account as of
the Distribution Date: or
(b) annual payments over 5, 10 or 15 years, with
each annual payment equal to (x) the value of the
Participant's Stock Unit Account as of the Distribution
Date or the applicable anniversary of the Distribution
Date divided by (y) the number of payments yet to be made.
6.5 Change of Form of Benefit. The Participant may change the form of
Benefit, provided, however, that such change is made at least six
(6) months prior to the Distribution Date.
6.6 Death of Participant Prior to the Distribution Date. If the
Participant's death occurs prior to the Distribution Date, the
Company shall pay or begin paying a Benefit to a vested
Participant's beneficiary (as designated by the Participant under
Section 6.8 below) on the first day of the sixth month following
the date of the Participant's death, and if the Participant has
selected a form of Benefit under Section 6.4(b) above, the Company
shall pay the remaining annual payments on the anniversary of the
first payment date as determined under this Section 6.6.
6.7 Death of Participant Following the Distribution Date. If the
Participant's death occurs following the Distribution Date, the
Company shall continue to pay the Benefit to the Participant's
beneficiary (as designated by the Participant under Section 6.8
below) following the date of the Participant's death in the form of
Benefit selected by the Participant in accordance with Section 6.4
6.8 Designation of Beneficiary. Within 60 days after becoming a
Participant, a Participant shall designate a beneficiary to receive
the Benefit in the event of the Participant's death. If the
Participant does not designate a beneficiary, the beneficiary shall
be deemed to be the Participant's spouse on the date of the
Participant's death, and if the Participant does not have a spouse
on the date of his or her death, then the Participant's estate
shall be deemed to be the beneficiary under this Section 6.
7.1 Withholding Taxes. The Company shall be entitled to withhold from
any and all payments made to a Participant under the Plan all
federal, state, local and/or other taxes or imposts which the
Company determines are required to be so withheld from such
payments or by reason of any other payments made to or on behalf of
the Participant or for his or her benefit hereunder.
7.2 No Guarantee of Tax Consequences. No person connected with the Plan
in any capacity, including, but not limited to, the Company and any
Subsidiary and their directors, officers, agents and employees
makes any representation, Commitment, or guarantee that any tax
treatment, including, but not limited to, federal, state and local
income, estate and gift tax treatment, will be applicable with
respect to amounts deferred under the Plan, or paid to or for the
benefit of a Participant under the Plan, or that such tax treatment
will apply to or be available to a Participant on account of
participation in the Plan.
8.0 TERM OF PLAN; AMENDMENT AND TERMINATlON
8.1 Term. The Plan shall be effective as of the Effective Date. The
Plan shall remain in effect until the Board terminates the Plan.
8.2 Termination or Amendment of Plan. The Board may suspend or
terminate the Plan at any time with or without prior notice and the
Board may amend the Plan at any time with or without prior notice;
provided, however, that no action authorized by this Section 8.2
shall reduce the balance of the Stock Unit Account credited to a
Participant or adversely affect the vesting of such account.
9.1 Adjustments. If there shall be any change in Common Stock through
merger, consolidation, reorganization, recapitalization, stock
dividend, stock split, reverse stock split, split up, spin-off,
combination of shares, exchange of shares, dividend in kind or
other like change in capital structure or distribution (other than
normal cash dividends) to holders of Common Stock, the number of
Stock Units and the Participant's Stock Unit Account shall be
adjusted to equitably reflect such change or distribution.
9.2 Governing Law. The Plan and all actions taken in connection
herewith shall be governed by and construed in accordance with the
laws of the State of North Carolina without reference to principles
of conflict of laws, except as superseded by applicable federal
9.3 No Right Title. or Interest in Company Assets. Participants shall
have no right, title, or interest whatsoever in or to any
investments which the Company may make to aid it in meeting its
obligations under the Plan. Nothing contained In the Plan, and no
action taken pursuant to its provisions, shall create or be
construed to create a trust of any kind, or a fiduciary
relationship between the Company and any Participant, beneficiary,
legal representative or any other person. To the extent that any
person acquires a right to receive payments from the Company under
the Plan, such right shall be no greater than the right of an
unsecured general creditor of the Company. All payments to be made
hereunder shall be paid from the general funds of the Company and
no special or separate fund shall be established and no segregation
of assets shall be made to assure payment of such amounts except as
expressly set forth in the Plan.
9.4 No Right to Continued Service. The Participant's rights, if any, to
continue to serve the Company as a member of the Board shall not be
enlarged or otherwise affected by his or her participation in the
9.5 Other Rights. The Plan shall not affect or impair the rights or
obligations of the Company or a Participant under any other written
plan, contract, arrangement, or pension, profit sharing or other
9.6 Severability. If any term or condition of the Plan shall be invalid
or unenforceable to any extent or in any application, then the
remainder of the Plan, with the exception of such invalid or
unenforceable provision, shall not be affected thereby and shall
continue in effect and application to its fullest extent. If,
however, the Committee determines in its sole discretion that any
term or condition of the Plan which is invalid or unenforceable is
material to the interests of the Company, the Committee may declare
the Plan null and void in its entirety.
9.7 Incapacity. If the Committee determines that a Participant or a
designated beneficiary is unable to care for his or her affairs
because of illness or accident or because he or she is a minor, any
benefit due the Participant or designated beneficiary may be paid
to the Participant's spouse or to any other person deemed by the
Committee to have incurred expense for such Participant (including
a duly appointed guardian, committee or other legal
representative), and any such payment shall be a complete discharge
of the Company's obligation hereunder.
9.8 Transferability of Rights. No Participant or spouse of a
Participant shall have any right to encumber, transfer or otherwise
dispose of or alienate any present or future right or expectancy
which the Participant or such spouse may have at any time to
receive payments of benefits hereunder, which benefits and the
right thereto are expressly declared to be non-assignable and
nontransferable, except to the extent required by law. Any attempt
to transfer or assign a benefit, or any rights granted hereunder,
by a Participant or the spouse of a Participant shall be null and
void and without effect.
9.9 Entire Document. The Plan, as set forth herein, supersedes any and
all prior practices, understandings, agreements, descriptions or
other non-written arrangements respecting severance, and written
employment or severance contracts signed by the Company.
Participants who Are Eligible To Receive Initial Stock Unit Grants
1. Edwin B. Borden
2. Richard L. Daugherty
3. Robert L. Jones
4. Felton J. Capel
5. Charles W. Coker
6. Estell C. Lee
7. Leslie M. Baker, Jr.
8. William O. McCoy
9. J. Tylee Wilson