Progress Energy 2008 Annual Report Download - page 225

Progress Energy Proxy Statement
D-1
Exhibit D
PROGRESS ENERGY, INC.
2009 EXECUTIVE INCENTIVE PLAN
Effective March 17, 2009
1. Purpose. This Progress Energy, Inc. 2009 Executive Incentive Plan (the “Plan”) is intended
to assist Progress Energy, Inc. (the “Company”), and its Subsidiaries in attracting, retaining, motivating
and rewarding employees who occupy key positions and contribute to the growth and profitability of the
Company and its Subsidiaries through the award of certain incentives. The Plan also is intended to enable
the Committee to preserve, to the extent practicable, the tax deductibility of incentive awards under
Section 162(m) of the Code.
2. Definitions. For purposes of the Plan, the following terms are defined as set forth below, in addition to the
terms defined in Section 1 and elsewhere in the Plan:
“ Beneficiary” means the legal representatives of the Participant’s estate entitled by will or the laws
of descent and distribution to receive the benefits under a Participant’s EIP Award upon a
Participant’s death, provided that, if and to the extent authorized by the Committee, a Participant
may be permitted to designate a Beneficiary, in which case the “Beneficiary” instead will be
the person, persons, trust or trusts (if any are then surviving) which have been designated by
a Participant in his or her most recent written beneficiary designation filed with the Committee
to receive the benefits specified under the Participant’s Individual Award upon such Participant’s
death.
“Board” means the Company’s Board of Directors.
“ Change in Control” and related terms shall have the same meanings as defined in the MICP, unless
otherwise defined in a separate contractual arrangement entered into between any Participant and
the Company.
“ Code” means the Internal Revenue Code of 1986, as amended from time to time, including
regulations thereunder and successor provisions and regulations thereto.
“ Committee” means the Organization and Compensation Committee of the Board or such other
committee of the Board that is appointed by the Board. It is intended that each member of the
Committee shall satisfy the requirements to be an “outside director,” as defined in Section 162(m) of
the Code; provided, however, that no action of the Committee shall be void or deemed beyond the
authority of the Committee solely because one or more members fail to so qualify at any time.
“ Covered Employee” means an employee of the Company or a Subsidiary if, as of the close of the
fiscal year of the Company, the employee is the principal executive officer of the Company, or one
of the other named executive officers in the annual proxy statement of the Company, subject to the
provisions of Section 162(m) of the Code.
“ Earnings” means the operating income of the Company for the Performance Period as determined
from time to time by the Committee.
“ Eligible Employee” means an employee of the Company or any Subsidiary who is a Covered
Employee, or any other executive of the Company as determined by the Committee.