Progress Energy 2008 Annual Report Download - page 194

PROXY STATEMENT
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3 For the 2006 performance shares grant, the expected payout as of December 31, 2008 was 0%.
4 Unvested performance shares would be forfeited under voluntary termination, involuntary not for cause
termination, or for cause termination. Mr. Johnson is not eligible for early retirement or normal retirement (see footnote 13
below). In the event of involuntary or good reason termination (CIC), unvested performance shares vest as of the date of
Management Change-in-Control and payment is made based upon the applicable performance factor. As of December 31,
2008, the performance factor is 100%. In the event of death or disability, the 2007 2-year transitional and 2007 performance
shares would vest 100% and be paid in an amount using performance factors determined at the time of the event. For the 2008
performance grant, a pro-rata payment would be made based upon time in the plan.
5 Unvested restricted stock units (RSU) would be forfeited under voluntary termination, involuntary not for
cause termination, or for cause termination. Mr. Johnson is not eligible for early retirement or normal retirement (see footnote
13 below). In the event of involuntary or good reason termination (CIC), all outstanding restricted stock units would vest
immediately. For a detailed description of outstanding restricted stock units, see the “Outstanding Equity Awards at Fiscal
Year-End Table.” Upon death or disability, all outstanding restricted stock units that are more than one year past their grant
date would vest immediately. Shares that are less than one year past their grant date would be forfeited. Mr. Johnson would
immediately vest 14,808 restricted stock units granted on March 20, 2007, and would forfeit 22,951 restricted stock units
granted on March 18, 2008.
6 Unvested restricted stock would be forfeited under voluntary termination, involuntary not for cause
termination, or for cause termination. Mr. Johnson is not eligible for early retirement or normal retirement (see footnote
13 below). In the event of involuntary or good reason termination (CIC), all outstanding restricted stock shares would vest
immediately. For a detailed description of outstanding restricted stock shares, see “Outstanding Equity Awards at Fiscal
Year-End Table.” Upon death or disability, all outstanding restricted stock shares that are more than one year past their grant
date would vest immediately. Shares that are less than one year past their grant date would be forfeited. All of Mr. Johnson’s
restricted stock grant dates are beyond the one-year threshold; therefore, all 31,134 restricted stock shares would vest
immediately.
7 No accelerated vesting or incremental nonqualified pension benefit applies under any of these scenarios. Mr.
Johnson was vested under the SERP as of December 31, 2008, so there is no incremental value due to accelerated vesting
under involuntary or good reason termination (CIC).
8 All outstanding deferred compensation balances will be paid immediately following termination, subject to
IRC Section 409(a) regulations, under voluntary termination, involuntary not for cause termination, for cause termination,
involuntary or good reason termination (CIC), death and disability. Mr. Johnson is not eligible for early retirement or normal
retirement (see footnote 13 below). Unvested MICP deferral premiums would be forfeited. Mr. Johnson would forfeit $0 of
unvested deferred MICP premiums.
9 No post-retirement health care benefits apply under voluntary termination, for cause termination, death or
disability. Mr. Johnson is not eligible for early retirement or normal retirement (see footnote 13 below.) Under involuntary
not for cause termination, Mr. Johnson would be reimbursed for 18 months of COBRA premiums at $1,274.20 per month
as provided in his employment agreement. In the event of involuntary or good reason termination (CIC), the Management
Change-in-Control Plan provides for Company-paid medical, dental and vision coverage in the same plan Mr. Johnson was
participating in prior to termination for 36 months at $1,249.22 per month.
10 The Executive Permanent Split-Dollar Life Insurance program involves sharing of insurance costs and
benefits between the Company and the participant. The benefit sharing was scheduled to end at age 65. However, in 2008 the
Committee authorized the Chief Executive Officer to terminate the executive split-dollar program. The Plan was terminated
effective January 1, 2009. Mr. Johnson surrendered his policy for cash value. Surrender proceeds were issued in January
2009 equal to the greater of the 2008 projected cash surrender value per the original policy illustration or actual cash value at
December 31, 2008, with a minimum of $5,000. At December 31, 2008, the program was still active and potential payments
would have been due under the following events: Under voluntary termination, involuntary not for cause termination, and for
cause termination, the policy would be split in proportion to cash value ownership. The amounts in these columns represent
the 2008 projected cash surrender value per the original policy illustration. There is no provision for early retirement under
the Split-Dollar program, and Mr. Johnson is not eligible for normal retirement. Under involuntary or good reason termination
(CIC), this value represents premiums that would be paid by the Company for three years. In the event of death, proceeds of
the Policy would be payable as of the last policy anniversary date.